Common use of Exercise Clause in Contracts

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 10 contracts

Samples: Warrant Signature (Xa, Inc.), Warrant Signature (Xa, Inc.), Warrant Signature (Xa, Inc.)

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Exercise. This Warrant may be exercised at any time exercised, in whole or in part, from time to time -------- from by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and after duly executed by or on behalf of the Original Issuance Date and before 5:00 p.m.Holder, Eastern Timeto the Company or such person as the Company may have appointed as warrant agent, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at its principal office (or at the principal office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an aggregate amount equal to (a) the Purchase Price as then adjusted multiplied by the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if Shares as to which this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of then exercised. The Company shall cancel this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon on any such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided aboveand, and the person entitled to receive the shares of Common Stock issuable upon if such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateis partial, the Company shall issue and deliver to the person Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or persons entitled will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to receive the same Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of full shares of Common Stock issuable upon such exercisefully paid and nonassessable Shares as to which this Warrant is so exercised, together with cashplus, in lieu of any fraction of a sharefractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then Fair Market Value fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of one full share record thereof. Shares of Common StockStock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.

Appears in 5 contracts

Samples: Warrant Agreement Warrant Agreement (Colorocs Information Technologies Inc), Common Stock Purchase Warrant (Colorocs Information Technologies Inc), Common Stock Purchase Warrant (Colorocs Information Technologies Inc)

Exercise. This Prior to the later of the second anniversary of the date hereof (the "Expiration Date"), this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; , as to all or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale less than all of the shares of Common Stock issuable upon exercise covered hereby, by surrender of this Warrant has not been declared effective at the Company's principal office (for all purposes of this Warrant, 154 Xxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000 xx such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and upon tender of payment to the Company of the Exercise Price for shares so purchased in cash or by check. Upon the date of such receipt by the Securities and Exchange Commission Company (herein called the "COMMISSIONExercise Date"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive exercising the same shall become a holder of record of shares of Common Stock issuable (or of the other securities or property to which he or it is entitled upon such exercise exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be treated for all purposes delivered to the Holder or its transferee within a reasonable time (not exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateevent that this Warrant is exercised in part, the Company shall issue will execute and deliver to the person or persons entitled to receive the same a certificate or certificates new Warrant of like tenor exerciseable for the number of full shares of Common Stock issuable upon such exercisefor which this Warrant may then be exercised. If this Warrant is not exercised on or prior to the Expiration Date, together with cash, in lieu of any fraction of a share, equal to such fraction this Warrant shall become void and all rights of the then Fair Market Value on the date of exercise of one full share of Common StockHolder hereunder shall cease.

Appears in 5 contracts

Samples: Cytrx Corp, Cytrx Corp, Cytrx Corp

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8June 22, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 5 contracts

Samples: Xa, Inc., Xa, Inc., Xa, Inc.

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx XxxxxxXxxx., Xxxxx 0000, XxxxxxxXxxxxxxxxx, XX 00000, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) by the then Purchase PricePrice in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock.

Appears in 4 contracts

Samples: HealthWarehouse.com, Inc., HealthWarehouse.com, Inc., HealthWarehouse.com, Inc.

Exercise. This Warrant may be exercised at any time or and from time to time -------- from and after prior to its expiration pursuant to Section 2.3 hereof by the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyholder hereof, by surrendering it at the principal office surrender of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000this Warrant, with the form of subscription form at the end hereof duly executedexecuted by such holder, together with payment to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in an the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, multiplied (b) by in whole or in part, the Purchase Price. Payment of holder hereof may pay the Purchase aggregate Exercise Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of with respect to the shares of Common Stock issuable upon exercise for which this Warrant is then being exercised (collectively, the "Exercise Shares") by (a) in the event the holder of this Warrant has not been declared effective is also the holder of a Note, decreasing the outstanding principal amount of such Note by such amount or (b) surrendering its rights to a number of Exercise Shares having a fair market value equal to or greater than the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effectrequired aggregate Exercise Price, in exchange for which case the ---------- number of shares of Common Stock equal to the product of (x) holder hereof would receive the number of shares Exercise Shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may it would otherwise be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cashless the surrendered shares. For purposes of this Section 2.1, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise fair market value of one full share of Common StockStock shall be equal to the Repurchase Price of such share determined in accordance with Section 11.5 of the Securities Purchase Agreement.

Appears in 3 contracts

Samples: National Investment Managers Inc., National Investment Managers Inc., National Investment Managers Inc.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.4 hereof by the holder hereof at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebytime, by surrendering it at the principal office surrender of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000this Warrant, with the form of subscription form at the end hereof duly executedexecuted by such holder, together with payment to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in an the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, multiplied (b) by in whole or in part, the Purchase Price. Payment of holder hereof may pay the Purchase aggregate Exercise Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of with respect to the shares of Common Stock issuable upon exercise for which this Warrant is then being exercised (collectively, the "EXERCISE SHARES") by (a) in the event the holder of this Warrant has not been declared effective is also the holder of a promissory note of the Company, decreasing the outstanding principal and/or interest amount of such note by the Securities and Exchange Commission such amount or (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- b) surrendering its rights to a number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) Exercise Shares having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less herein) equal to or greater than the full number of shares of Common Stock at required aggregate Exercise Price, in which case the time called for hereby, except that holder hereof would receive the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall Exercise Shares to which it would otherwise be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cashless the surrendered shares. For purposes of this Section 2.1, in lieu the fair market value of one share of Common Stock (the "FAIR MARKET VALUE") shall be equal to, at any fraction of a sharedate, equal to such fraction the last reported sale price per share on the NASDAQ National Market System (as defined herein) trading day preceding that date. The "last reported sale price" for any day shall be (i) the last reported sale price of the Common Stock on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ NATIONAL MARKET SYSTEM"), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i), the last bid quotation for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock, or (iii) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed. If none of the conditions set forth above is met, the Fair Market Value of the Common Stock on any day shall be the fair market value of the Common Stock as determined by an investment firm selected by the Company and which is acceptable to the holder of this Warrant. All expenses of the determination of the Fair Market Value shall be borne by the Company. In no event shall any "minority discount" or other discount (based on voting control or lack thereof or otherwise based on the date percentage of exercise issued securities of one full share of Common Stockthe Company that the securities being valued represent) be used, factored in, or otherwise considered or applied in determining Fair Market Value.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Factory Card Outlet Corp), Securities Purchase Agreement (Factory Card Outlet Corp), Securities Purchase Agreement (Factory Card Outlet Corp)

Exercise. This Warrant may The purchase price of Shares purchased hereunder shall be exercised at any time paid in full with, or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.in a combination of, Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) cash or (b) shares of the Corporation’s Common Stock that have been owned by the Optionee, and have been fully vested and freely transferable by the Optionee, for at least six months preceding the date of exercise of the Option, duly endorsed or accompanied by stock powers executed in blank. However, the Corporation in its discretion may permit the Optionee (if the Non-Qualified Stock Option Agreement February 15, 2006 Page 4. Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment required to pay all or part of the Purchase Price may be made at Holder's choosing either: purchase price (1) by payment in immediately available funds; or (2) in lieu and not require delivery of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreementshares), covering in which case the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Corporation will deliver to the product of (x) Optionee the number of shares to which the Warrants are being exercised multiplied by (y) a fractionOptionee is entitled, net of the “attested” shares. If payment is made in whole or in part with shares of the Corporation’s Common Stock, the numerator value of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of such Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise the mean between its high and low prices on the day of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued as reported by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to The New York Times following the close of business on the date of its surrender for exercise as provided aboveexercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, notwithstanding the terms of any pre-existing agreement between the Corporation and the person entitled to receive the Optionee, any shares of the Corporation’s Common Stock issuable upon such surrendered (or “attested” to) for payment of the exercise price of any options previously granted by the Corporation to the Optionee (whether granted under the terms of the Amended and Restated Employee Long-Term Incentive Plan or any predecessor program) shall be treated for all purposes as valued in the holder of such shares of record as manner provided in the preceding sentence except to the extent otherwise expressly provided by the terms of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockprogram document.

Appears in 3 contracts

Samples: Quest Diagnostics Incorporated Non Qualified Stock Option Agreement (Quest Diagnostics Inc), Quest Diagnostics Incorporated Non Qualified Stock Option Agreement (Quest Diagnostics Inc), Quest Diagnostics Incorporated Non Qualified Stock Option Agreement (Quest Diagnostics Inc)

Exercise. This Warrant may be exercised at any time or from time By notification to time -------- from and the Company within ten (10) days after the Original Issuance Date and before 5:00 p.m.Offer Notice is given, Eastern Timeeach Investor may elect to purchase or otherwise acquire, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for price and on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined terms specified in the Registration Rights Agreement)Offer Notice, covering the resale up to that portion of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the such New Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of which equals (x) the number aggregate amount or principal amount, as applicable, of shares New Securities proposed to which be offered and sold by the Warrants are being exercised Company, multiplied by (y) a fractionthe Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the numerator Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of which is the Purchase Price any other Investor’s failure to do likewise and the denominator number or principal amount, as applicable, of which is the Fair Market Value New Securities that remain unsubscribed for (as defined belowsuch notice, an “Oversubscription Offer Notice”). This Warrant By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be exercised for less entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the full total number or principal amount, as applicable, of shares of Common Stock at the time called New Securities available for herebypurchase, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, then such New Securities not subscribed for by other Fully-Exercising Investors shall be proportionately reduced. Upon a partial exercise allocated among the Fully-Exercising Investors electing to acquire in excess of this Warrant their Pro Rata Share in accordance with the terms hereofamounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Warrant Section 2.3 shall occur at such time and on such date as shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued determined by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to (in its sole discretion) within the close earlier of business on ninety (90) days of the date that the Offer Notice is given and the date of its surrender for exercise initial sale or issuance, as provided aboveapplicable, and of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the person entitled Company or by an Investor pursuant to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateSection 2.5, the Company closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall issue occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver to any document reasonably requested by the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together Company in connection with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockthis Article II.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (FTAI Infrastructure Inc.), Investors’ Rights Agreement (Fortress Transportation & Infrastructure Investors LLC), Investors’ Rights Agreement (FTAI Infrastructure LLC)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Vesting Date and before 5:00 p.m.P.M., Eastern Time, on August 8, 2011, the Termination Date on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 2 contracts

Samples: Value America Inc /Va, Value America Inc /Va

Exercise. This Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, until the fifth year anniversary date thereof on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it surrender at the principal office of the Company, at 000 10000 Xxxxxx Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxx 0000Xxx Xxxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, with the subscription form Subscription Form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on designated in the face of this WarrantSubscription Form, multiplied by (b) by the Exercise Price, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein) (the "Purchase Price"). Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a following the date one (1) year from the Original Issuance Date, and the Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSIONCommission"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares of Common Stock not purchased upon such exercise shall be issued by the Company to the Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two five (25) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 2 contracts

Samples: Steakhouse Partners Inc, Steakhouse Partners Inc

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8June 11, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 2 contracts

Samples: Warrant Signature Page (Xa, Inc.), Warrant Signature Page (Xa, Inc.)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8October ___, 2011, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares ---------- of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 2 contracts

Samples: Warrant Signature (Xa, Inc.), Xa, Inc.

Exercise. (A) This Warrant may be exercised at any time exercised, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription Election to Exercise form set forth at the end hereof duly executed, together and by paying in full, the Warrant Price for each share of Common Stock as to which this Warrant is exercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. Such payment may be (i) in cash or by cashier's or bank check, (ii) by surrender of the Note with payment in an outstanding amount (principal and interest) equal to the exercise price or (aiii) if the number Common Stock is at the time traded on a national securities exchange or a Nasdaq market, by making a cashless exercise. Upon exercise by surrender of a Note, if the Purchaser does not elect to convert any portion of the outstanding interest, then the Company shall pay the accrued interest under such Note surrendered in cash within five (5) business days of such surrender and if the Purchaser surrenders only a portion of any Note, then the Company shall reissue a substitute Note for the amount not surrendered. Upon a cashless exercise, the Purchaser shall receive shares of Common Stock called for on a net basis such that, without the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash paymentfunds, if the Purchaser shall surrender this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xi) the number of shares of Common Stock as to which the Warrants are this Warrant is being exercised exercised, multiplied by (yii) a fraction, the numerator of which is the Purchase aggregate Market Price of such Common Stock less the aggregate then applicable exercise price, and the denominator of which is such aggregate Market Price. In respect of such calculation, the Fair term Market Value Price shall mean at any applicable date (i) the last reported sale price of the Common Stock, or, (ii) in case no such reported sale takes place on such day, the average of the last reported sales prices for the last three (3) trading days, in either case, as defined below). This Warrant may be exercised for less than officially reported on the full number of shares of Nasdaq market or on such other principal national securities exchange on which the Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company is then listed or admitted to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stocktrading.

Appears in 2 contracts

Samples: Cahoon Arthur L, Smith R Lee

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 100 Xxxxxxxx XxxxxxXxxx., Xxxxx 0000, XxxxxxxXxxxxxxxxx, XX 00000, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) by the then Purchase PricePrice in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock.

Appears in 2 contracts

Samples: HealthWarehouse.com, Inc., HealthWarehouse.com, Inc.

Exercise. This The Holder may exercise this Warrant may be exercised at any time or from time to time -------- times from and after the Original Issuance Date through and before 5:00 p.m., Eastern Time, on August 8, 2011, including the Expiration Date on any business day, Business Day for the full number of shares of Common Stock called for hereby, hereby by surrendering it this Warrant at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Principal Office with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, Warrant multiplied by (b) by the Purchase Exercise Price. Payment of the Purchase Exercise Price may be made made, at Holder's choosing ’s choosing, either: (1) by payment in immediately available funds; or (2a) in lieu of any cash payment, if this Warrant such Holder is exercised on a date when a Registration Statement an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Registration Rights AgreementAct (as defined below)) on the date of exercise or (b) by a cashless exercise. Under a cashless exercise, covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange Holder shall be entitled to receive a certificate for the ---------- that number of shares of Common Stock which is equal to the product difference of (i) the number of Warrants being exercised minus (ii) the quotient obtained by dividing (x) the product of the Exercise Price times the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) per share of the Common Stock. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, whole and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant Warrant, in accordance with the terms hereof, this Warrant shall be surrendered, and without any charge, the Company shall issue to the Holder a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge thereforexercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise (each a “Warrant Share” and, collectively, the “Warrant Shares”) shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person person, or persons persons, entitled to receive the same a certificate or certificates for the number of full shares of Common Stock Warrant Shares issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 2 contracts

Samples: Warrant Signature (CMG Holdings, Inc.), Warrant Signature (CMG Holdings, Inc.)

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8___________, 20112008, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 0000 X. XxXxxx Xxxxxxxxx (Xxxxx Xxxxxxxx Xxxxxx000), Xxxxx 0000Xxx Xxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: either (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) on the date of exercise equal to such sum. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 2 contracts

Samples: Notify Technology Corp, Notify Technology Corp

Exercise. This Subject to the limitations set forth in Section 3, this Warrant may be exercised by the Holder hereof at any time or from time during the Warrant Exercise Period by surrender of this Warrant to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the its principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executedoffice, together with payment (i) the form of subscription at the end hereof duly executed by such Holder, (ii) such other documents, statements, subscription agreements or other items as may be reasonably requested by the Company in an furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect (such amount, the "EXERCISE PAYMENT"), except that the Holder may, at its option, elect to pay the Exercise Payment by canceling a portion of this Warrant that is equal to the number of shares determined by dividing the Exercise Payment by (i) the Current Market Price as of the date of exercise or (ii) if the Current Market Price cannot be determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "NON-CASH EXERCISE PAYMENT"). The "ESTIMATED CURRENT MARKET PRICE" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) shall promptly notify the Holder of the Estimated Current Market Price. Notwithstanding the foregoing, if the Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be the amount next determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor and dated September 26, 1995, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and minus the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company (without giving effect to Holder without any charge therefor. A adjustment therein) for which this Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction including by way of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockNon-Cash Exercise Payment).

Appears in 2 contracts

Samples: Nuclear Metals Inc, Nuclear Metals Inc

Exercise. This Warrant may be exercised at At any time during either the fifty-fifth (55th) month through the sixtieth (60th) month (“First Exercise Period”), or from time during the one hundred fifteenth (115th) month through the one hundred twentieth (120th) month (“Second Exercise Period”) (either, an “Exercise Period”) of the Lease Term, Tenant shall have the right to time -------- from exercise an option to purchase the Property and after any related personal property located on the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business dayProperty (“Purchase Option”), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to $8,039,000.00. Tenant’s purchase of the Property shall be upon and subject to the terms as set forth in this Paragraph 34 and subject to such other reasonable terms agreed to between Landlord and Tenant. The Purchase Option shall be exercised by Tenant, if at all, in the following manner: (ai) Tenant shall not be in default under the number of shares of Common Stock called for Lease on the face of this Warrant, multiplied (b) by the Purchase Price. Payment delivery date of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value Option Notice (as defined below), and (ii) Tenant shall deliver to Landlord: (a) written notice (“Purchase Option Notice“) to Landlord no later than the last day of the Exercise Period stating that Tenant desires to exercise the Purchase Option, and (b) the deposit in the amount of Twenty Five Thousand and no/100 Dollars ($25,000) (“Deposit”), which Landlord shall place into escrow with an Escrow Holder (defined in Paragraph 34.2.1 below). This Warrant may Thereafter, Tenant, as Buyer, and Landlord, as Seller, shall enter into a purchase and sale agreement on a standard form, which shall be exercised for reasonably based on the terms of purchase and sale set forth in this Paragraph 34. Buyer shall provide Seller with no less than thirty (30) days’ notice of the full number contemplated close of shares of Common Stock at escrow (the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole“Closing”), and with respect to the sum payable upon first Purchase Option, such Closing shall occur during the exercise sixty-first (61st) through sixty-sixth (66th) months of the Lease Term; with respect to the second Purchase Option, the Closing shall occur no later than during the one hundred twenty-first (121st) through the one hundred twenty-sixth (126th) months of the Lease Term. Until the sale of the Property closes, this Warrant as a whole, Lease shall be proportionately reduced. Upon a partial exercise of this Warrant remain in accordance with full force and effect according to the terms hereof, this Warrant shall be surrendered, and a new Warrant . Tenant’s failure to deliver the Purchase Option Notice on or before the last day of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant First Exercise Period or Second Exercise Period, as applicable, shall be deemed to have been exercised immediately prior constitute Tenant’s election not to exercise the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockPurchase Option.

Appears in 1 contract

Samples: Lease Agreement (Impreso Inc)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx XxxxxxXxxxxx Xxxx., Xxxxx 0000000, XxxxxxxXxx Xxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Wherify Wireless Inc

Exercise. This Warrant may be exercised at by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any time increment or from time increments of Ten Thousand (10,000) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to time -------- from and after exercise to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of following address: 2662 Xxxxxxx Xxxxxx Xxxx, Suite 320, Alpharetta, Georgia 30022, Attention: Chief Financial Officer, or such other address as the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with Company shall designate in a written notice to the subscription form duly executedHolder hereof, together with this Warrant and payment in an amount equal to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (ai) the number of shares of Common Stock called for on the face of this Warrantby wire transfer, multiplied certified cashiers or bank check, (bii) by the Purchase Price. Payment surrender of the Purchase Amended and Restated Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price may be made at Holder's choosing either: or (1iii) by payment in immediately available funds; or (2) in lieu the surrender of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise portion of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the having an aggregate Fair Market Value (as defined below)hereinafter defined) equal to the aggregate Exercise Price. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person or persons entitled to receive the same Holder of this Warrant a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Common Stock issuable upon such exercisethe Shares, together with cashthe Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in lieu all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of Shares upon exercise of one full share of Common Stockthis Warrant.

Appears in 1 contract

Samples: Stock Purchase (Sirrom Funding Corp)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8_________, 20112013, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 X. Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxxxxxx, Xxxxxxx, XX 00000Xxxxxxxx 00000 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Warrant Signature Page (Beacon Enterprise Solutions Group Inc)

Exercise. This Warrant Payment may be exercised at made either (i) in cash 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 the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, (iii) by application of (a) accrued and unpaid interest owed to the Holder by the Company pursuant to any time subordinated promissory notes held by the Holder and/or (b) accrued and unpaid dividends owed to the Holder pursuant to any shares of preferred stock of the Company held by the Holder or from time to time -------- from and after (iv) by a combination of any of the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business dayforegoing methods, for the full 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 called 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. 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 herebycash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrendering it surrender of this Warrant at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Company together with the subscription form duly executed, together with payment properly endorsed Exercise Notice in an amount equal 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 = the number of shares of Common Stock called for on to be issued to the face of this Warrant, multiplied (b) by Holder Y = the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to purchasable under the product Warrant or, if only a portion of (x) the number Warrant is being exercised, the portion of shares to which the Warrants are Warrant being exercised multiplied by (yat the date of such calculation) a fraction, the numerator of which is the Purchase Price and the denominator of which is A = the Fair Market Value (as defined below). This Warrant may be exercised for less than of one share of the full number of shares of Company’s Common Stock (at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise such calculation) B = Exercise Price (as provided above, and the person entitled adjusted to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.such calculation)

Appears in 1 contract

Samples: Bio Key International Inc

Exercise. This Warrant may be exercised prior to the -------- Warrant Expiration Date by the holder hereof at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebytime, by surrendering it at the principal office surrender of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000this Warrant, with the form of subscription form attached as Exhibit A hereto duly executedexecuted by such holder, together with payment to the Company at its ------- - principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in an the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, multiplied (b) by in whole or in part, the Purchase Price. Payment holder hereof may pay the aggregate Exercise Price with respect to the shares of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if Common Stock for which this Warrant is then being exercised on (collectively, the "Exercise Shares") by (a) in the event -------- ------ the holder of this Warrant is also the holder of a date when a Registration Statement Note (as defined in the Registration Rights Credit Agreement), covering decreasing the resale outstanding principal amount of such Note by such amount or (b) surrendering its rights to a number of Exercise Shares having a fair market value equal to or greater than the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effectrequired aggregate Exercise Price, in exchange for which case the ---------- number of shares of Common Stock equal to the product of (x) holder hereof would receive the number of shares Exercise Shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may it would otherwise be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of less the then Fair Market Value on the date of exercise of one full share of Common Stocksurrendered shares.

Appears in 1 contract

Samples: CMG Information Services Inc

Exercise. This A. Subject to the limitation provided in Section 1.C below , this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) by the then Purchase PricePrice in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Anpath Group, Inc.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December 20, 20112012, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 124 N. First Street, Louisville, Xxxxxxxx 00000 (xxx "Xxxxxxxxx Xxxxxx"), Xxxxx 0000, Xxxxxxx, XX 00000, with the xxxx xxe subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Suncrest Global Energy Corp

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date through and before 5:00 p.m., Eastern Time, on August 8, 2011including the Expiration Date (the “Exercise Period”), on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it this Warrant at the principal office of the Company, at 000 00 Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxx 0000#000, XxxxxxxXxx Xxxxx, XX Xxxxxxxxxx 00000-0000 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefortherefore. A This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Wherify Wireless Inc

Exercise. This Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, until the fifth year anniversary date thereof on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it surrender at the principal office of the Company, at 000 10000 Xxxxxx Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxx 0000Xxx Xxxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, with the subscription form Subscription Form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on designated in the face Subscription Form, as adjusted in accordance with Section 4 of this WarrantWarrant (without giving effect to any further adjustment herein), multiplied by (b) by the Purchase PriceExercise Price (the "PURCHASE PRICE"). Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a following the date one (1) year from the Original Issuance Date, and the Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares of Common Stock not purchased upon such exercise shall be issued by the Company to the Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two five (25) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Warrant Signature (Steakhouse Partners Inc)

Exercise. This Warrant [(a)] Except as otherwise permitted under the Plan, this Option may be exercised or surrendered during the Holder's lifetime only by the Holder or his/her guardian or legal representative. EXCEPT AS OTHERWISE PERMITTED UNDER THE PLAN, THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION. With the Company's consent which may granted or withheld in its sole discretion, Options may be transferred to certain permitted assignees, such as certain relatives of, or entities controlled by, the Participant, as more fully set forth in Section 8.3 of the Plan. This Option shall vest and be exercisable as follows: -------------------------------------------------------------------------------- Vesting Date Shares Vested at any time Vesting Date Cumulative Shares -------------------------------------------------------------------------------- [vesting schedule] -------------------------------------------------------------------------------- This Option shall be exercised by the Holder (or from time by her executors, administrators, guardian or legal representative) as to time -------- from and after all or part of the Original Issuance Date and before 5:00 p.m.Shares, Eastern Timeby the giving of written notice of exercise to the Company, on August 8specifying the number of Shares to be purchased, 2011, on any business day, accompanied by payment of the full purchase price for the full number Shares being purchased. Full payment of shares of Common Stock called for hereby, by surrendering it such purchase price shall be made at the principal office time of exercise and shall be made (i) in cash or by certified check or bank check or wire transfer of immediately available funds, (ii) with the consent of the Company, by tendering previously acquired Shares (valued at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the their then Fair Market Value (as defined belowin the Plan), as determined by the Company as of the date of tender) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company's earnings), or (iii) with the consent of the Company, a combination of (i) and (ii). This Warrant Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Company may from time to time direct, and shall be in such form, containing such further provisions as the Company may from time to time prescribe. In no event may this Option be exercised for less than a fraction of a Share. The Company shall effect the full number transfer of shares Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of Common Stock at the time called Company. No person exercising this Option shall have any of the rights of a holder of Shares subject to this Option until certificates for hereby, except that the number of shares receivable upon such Shares shall have been issued following the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, such Option. No adjustment shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with made for cash dividends or other rights for which the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately record date is prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockissuance.

Appears in 1 contract

Samples: Stock Option Agreement (Activision Inc /Ny)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX 00000Illinois 60611, with the subscription form duly executedwitx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment in xxxxxxxx xxxx xxxxxxx xn an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock...

Appears in 1 contract

Samples: Patron Systems Inc

Exercise. This A. Except as provided in Section 1(B), this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.P.M., Eastern Time, on August 8April , 20112008, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx00 Xxxxxx Xxx, Xxxxx 0000, Xxxxxxx, Xxxxxx XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: either (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) on the date of exercise equal to such sum. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Intraware Inc

Exercise. This (a) The Warrant issued hereunder may be exercised by the Holder, in whole or in part, at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, during normal business hours on any business day on or prior to the earlier to occur of (i) 5:00 p.m. (New York City time) on __________ __, 2007 (or if such date is not a business day, the next business day thereafter) and (ii) the date and time of the consummation of a consolidation or merger to which the Corporation is a party or the sale or conveyance of the property of the Corporation as an entirety or substantially as an entirety which, in each case, is effected in such a manner that the holders of Class A Shares are entitled to receive cash or other property (other than stock or other securities) with respect to or in exchange for their Class A Shares (the full number date and time of shares the earlier to occur of Common Stock called for herebysuch events is, the "Expiration Date"), by surrendering it surrender of the Warrant to the Corporation at the principal office address referred to in Section 11 hereof or such other place designated by the Corporation in writing delivered to the Holder, accompanied by a form of Warrant Exercise, in substantially the form attached as Exhibit A to the Warrant (or a reasonable facsimile thereof), duly executed by the Holder and, unless the Holder is exercising the Warrant using the "cashless exercise" provisions of Section 3(e) below, accompanied by payment, in cash (including by wire transfer) or by certified or official bank check payable to the order of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with Corporation in the subscription form duly executed, together with payment in an amount equal to obtained by multiplying (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied Class A Shares designated in such Warrant Exercise by (b) by the Purchase Price. Payment of the Purchase Exercise Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, Holder shall thereupon be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares number of Common Stock issuable duly authorized, validly issued, fully paid and nonassessable Class A Shares determined as provided in Section 4 hereof. The Corporation shall deliver written notice to any Holder at least 10 business days prior to the anticipated date of consummation of any transaction described in clause (ii) of this Section 3(a) and, at the option of such Holder, any exercise thereby of this Warrant may be made conditional upon the occurrence of the transaction described in any such notice, and any such exercise may be rescinded if such transaction is not consummated. Delivery by the Corporation of the written notice contemplated by the immediately preceding sentence in connection with any transaction described in clause (ii) of this Section 3(a) shall be treated for all purposes a condition to the occurrence of the Expiration Date under such clause (ii) as a result of the holder consummation of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stocktransaction.

Appears in 1 contract

Samples: Stockholders Agreement (Loews Cineplex Entertainment Corp)

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal administrative office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx5775 Flatiron Parkway, Xxxxx 0000Suite 230, XxxxxxxBoulder, XX 00000Colorado 80301, with the subscription form duly executedthx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxxt in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the terms of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Patron Systems Inc

Exercise. (a) This Warrant may be exercised at any time by the Registered Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in an amount equal to (a) full, in lawful money of the number of shares of Common Stock called for on the face of this WarrantUnited States, multiplied (b) by the Purchase Price. Payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2014 such that all Warrant Shares are vested in full on March 31, 2015 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and among Prof. Avi Israeli, the Registered Holder and the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall vest on or after the date of such termination. Upon termination of the Agreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be made at Holder's choosing eitherexercised only on or before the earliest of the following: (1i) by payment in immediately available funds; prior to a sale of all or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale substantially all of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission Company in a merger and/or acquisition transaction; (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xii) the number Expiration Date; or (iii) six (6) months following the termination of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price Agreement. Immediately after such date all unexercised Warrant Shares shall expire and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a wholeforfeited, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockterminate.

Appears in 1 contract

Samples: Brainstorm Cell Therapeutics Inc.

Exercise. This Warrant may The purchase price of Shares purchased hereunder shall be exercised at any time paid in full with, or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.in a combination of, Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) cash or (b) shares of the Corporation’s Common Stock that have been owned by the Optionee, and have been fully vested and freely transferable by the Optionee, for at least six months preceding the date of exercise of the Option, duly endorsed or accompanied by stock powers executed in blank. However, the Corporation in its discretion may permit the Optionee (if the Non-Qualified Stock Option Agreement February 15, 2006 page 4. Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment required to pay all or part of the Purchase Price may be made at Holder's choosing either: purchase price (1) by payment in immediately available funds; or (2) in lieu and not require delivery of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreementshares), covering in which case the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Corporation will deliver to the product of (x) Optionee the number of shares to which the Warrants are being exercised multiplied by (y) a fractionOptionee is entitled, net of the “attested” shares. If payment is made in whole or in part with shares of the Corporation’s Common Stock, the numerator value of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of such Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise the mean between its high and low prices on the day of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued as reported by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to The New York Times following the close of business on the date of its surrender for exercise as provided aboveexercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, notwithstanding the terms of any pre-existing agreement between the Corporation and the person entitled to receive the Optionee, any shares of the Corporation’s Common Stock issuable upon such surrendered (or “attested” to) for payment of the exercise price of any options previously granted by the Corporation to the Optionee (whether granted under the terms of the Amended and Restated Employee Long-Term Incentive Plan or any predecessor program) shall be treated for all purposes as valued in the holder of such shares of record as manner provided in the preceding sentence except to the extent otherwise expressly provided by the terms of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockprogram document.

Appears in 1 contract

Samples: Quest Diagnostics Incorporated Non Qualified Stock Option Agreement (Quest Diagnostics Inc)

Exercise. This Warrant may be exercised The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time time, or from time to time -------- from and after time, prior to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for expiration of the full number of shares of Common Stock called for herebyterm set forth in Section 2, by surrendering it tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed, and the Purchase Price (payable in cash or check in the event the Warrantholder does not elect the Net Issuance (as defined below) method). Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) business days thereafter, the Company or its transfer agent shall, at the principal office election of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with either (i) issue to the subscription form duly executed, together with payment in an amount equal to (a) Warrantholder a certificate for the number of shares of Common Stock called for on purchased or (ii) credit the face same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, multiplied (b) by the Purchase Priceif any. Payment of the The Purchase Price may be made paid at Holder's choosing either: the Warrantholder’s election either (1i) by payment in immediately available funds; cash or check, or (2ii) in lieu by surrender of any cash payment, if this Warrant is exercised on all or a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale portion of the Warrant for shares of Common Stock issuable upon exercise to be exercised under this Agreement and, if applicable, an amended Agreement setting forth the remaining number of this Warrant has not been declared effective by shares purchasable hereunder, as determined below (“Net Issuance”). If the Securities and Exchange Commission (Warrantholder elects the "COMMISSION")Net Issuance method, or is no longer the Company will issue whole numbers of shares of Common Stock in effect, in exchange for accordance with the ---------- following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock equal to be issued to the product of (x) Warrantholder. Y = the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock requested to be exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and Warrant. B = the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedthen-effective Exercise Price. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant For purposes of the same tenor and for above calculation, the purchase current fair market value of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver mean with respect to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full each share of Common Stock.:

Appears in 1 contract

Samples: Sorrento Therapeutics, Inc.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after during the Original Issuance Date and before 5:00 p.m.Warrant Term by the Holder hereof as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), Eastern Time, on August 8, 2011, on any business day, for upon delivery of written notice of intent to exercise to the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of the Companyfollowing address: ONI Medical Systems, at Inc., 000 Xxxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 00000, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000; Attention: Xxxxxxx Xxxxxxx-Xxxxx, XX 00000, with or such other address as the subscription form duly executedCompany shall designate in a written notice to the Holder hereof, together with this Warrant and payment in an amount equal to (a) the number Company of shares the aggregate purchase price of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase PriceShares so purchased. Payment of the Purchase Price purchase price of the Shares may be made at Holder's choosing either: by (1a) a check payable to the Company, (b) wire transfer of funds to the Company, (c) cancellation by payment in immediately available funds; Novoste of an equal amount of the Company’s indebtedness for principal and interest under the Note, or (2d) in lieu any combination thereof, at Novoste’s sole discretion. For the avoidance of any cash paymentdoubt, if this Warrant it is exercised on a date when a Registration Statement (as defined in hereby specifically agreed that the Registration Rights Agreement), covering the resale purchase price of the shares of Common Stock issuable Shares to be paid upon the exercise of this the Warrant has may not been declared effective by be paid through the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal return to the product Company of (x) the number a portion of shares to which the Warrants are being exercised multiplied by (y) a fractionsuch Shares, i.e., the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may not be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the through a “cashless” or “net-issue” exercise. Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person or persons entitled to receive the same Holder of this Warrant (a) a certificate or certificates for the total number of full shares Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder, and (b) if this Warrant is exercised, on any one or more occasions, with respect to less than all of Common Stock issuable upon such exercisethe Shares, together with casha new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in lieu all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of Shares upon exercise of one full share of Common Stockthis Warrant.

Appears in 1 contract

Samples: Stock Purchase Warrant (Novoste Corp /Fl/)

Exercise. This Warrant Payment may be exercised at made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, or (ii) by wire transfer of immediately available funds, (iii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section (b) below, or (iv) by a combination of any time or from time to time -------- from and after of the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business dayforegoing methods, for the full 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 called 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. 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 herebycash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrendering it surrender of this Warrant at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Company together with the subscription form duly executed, together with payment properly endorsed Exercise Notice in an amount equal 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 = the number of shares of Common Stock called for on to be issued to the face Holder Y = the number of this Warrantshares of Common Stock purchasable under the Warrant or, multiplied (b) by the Purchase Price. Payment if only a portion of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is being exercised, the portion of the Warrant being exercised on a (at the date when a Registration Statement of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as defined in adjusted to the Registration Rights Agreement)date of such calculation) Notwithstanding the foregoing, covering the resale no more than fifty percent (50%) of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable purchasable upon the exercise of this Warrant as may be acquired pursuant to a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company "cashless exercise" pursuant to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided Section 2.2(iii) above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: AGU Entertainment Corp.

Exercise. This In order to exercise this Warrant, the exercise form attached hereto as Exhibit A (the "Exercise Notice") must be duly executed, completed and delivered to the Company, together with this Warrant and payment of the Exercise Price for the shares of the Common Stock being purchased. Such payment may be made, at the option of the Holder, in cash, by certified or bank cashier's check, by wire transfer or in the manner specified in the next succeeding paragraph. If the rights represented hereby shall not be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., prevailing Eastern Time, on August 8July 23, 20112014, on this Warrant shall become and be void and without further force or effect and all rights represented hereby shall cease and expire. Notwithstanding any business dayprovisions herein to the contrary, if the Fair Market Value (as hereinafter defined) 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 full 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 called for hereby, by surrendering it at computed using the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to following formula: X=(Y) x (aA-B) -------- A Where X = the number of shares of Common Stock called for on to be issued to the face of this Warrant, multiplied (b) by Holder Y = the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to purchasable under the product Warrant or, if only a portion of (x) the number Warrant is being exercised, the portion of shares to which the Warrants are Warrant being exercised multiplied by (yat the date of such calculation) a fraction, the numerator of which is the Purchase Price and the denominator of which is A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as defined below). This Warrant may be exercised for less than adjusted to the full number date of such calculation) The acquisition of shares via the above formula is hereby referred to as a "Cashless Exercise". For purposes hereof, the "Fair Market Value" of a share of Common Stock at as of a particular date (the time called for hereby, except that "Determination Date") shall mean the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant average of the same tenor and closing or last sale price reported for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) last five business days after such date, immediately preceding the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockDetermination Date.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Everlast Worldwide Inc)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Vesting Date and before 5:00 p.m.P.M., Eastern Time, on August 8, 2011, the Termination Date on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, Warrant (without giving effect to any further adjustment herein) multiplied by (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (on the date of exercise equal to such sum, as defined below)Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Value America Inc /Va

Exercise. This (a) The Warrant may be exercised at any time or from time to time -------- from and on or after the Original Issuance Closing Date and before 5:00 p.m.until January 20, Eastern Time, on August 8, 20111994, on any day that is a business day, for the full number all or any part of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called purchasable upon its exercise, but in no event for on the face of this Warrant, multiplied fewer than one hundred thousan (b100,000) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"subject to adjustment consistent with Section 2.08), or except in instances where the Warrant so exercised is no longer in effectexercisable for fewer than one hundred thousan (1000,000) shares of Common Stock, in exchange for which case such Warrant will be exercisable in full. In order to exercise the ---------- Warrant, in whole or in part, the Holder will deliver to the Company at the office of the Company listed in Section 10.07, (i) a written notice of such Holder's election to exercise the Warrant, specifying the number of shares of Common Stock to be purchased pursuant to such exercise, (ii) payment of the Exericise Price, in any amount equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised aggregate purchase price for less than the full number of all shares of Common Stock at the time called for herebyto be purchased pursuant to such exercise, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant (ii) payment of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior Exercise Price, in an amount equal to the close of business on the date of its surrender aggregate purchase price for exercise as provided above, and the person entitled to receive the all shares of Common Stock issuable upon to be purchased pursuant to such exercise shall exercise, and (iii) the Warrant. Such notice will be treated for all purposes as substantially in the holder of such shares of record as form of the close Subscription Form appearing at the end of business on such datethe Warrant. Within two Upon receipt of the foregoing, the Company will, as promptly as practicable, and in any event within five (25) business days after of such datereceipt, the Company shall issue execute, or cause to be executed, and deliver to the person or persons entitled to receive the same such Holder a certificate or certificates for representing the aggregate number of full shares of Common Stock issuable upon such exercise, together with cash, as provided in lieu of any fraction of a share, equal to this Agreement. The stock certificat or certificates so delivered will be in such fraction of the then Fair Market Value on the date of exercise denominations in excess of one full share hundred thousand (1000,000) shares (or such lessor number as is provided for in the first sentence of Common Stock.this Section 2.04(a)) as may be specified in such notice and will be registered in the name of such Holder, or such other name as is designated

Appears in 1 contract

Samples: Warrant Purchase Agreement (Ultrak Inc)

Exercise. This Warrant may be exercised The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time time, or from time to time -------- from and after time, subject to Section 3(b), prior to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for expiration of the full number of shares of Common Stock called for herebyterm set forth in Section 2, by surrendering it tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than two (2) business days thereafter, the Company or its transfer agent shall, at the principal office direction of the CompanyWarrantholder, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with either (i) issue to the subscription form duly executed, together with payment in an amount equal to (a) Warrantholder a certificate for the number of shares of Common Stock called for on purchased, or (ii) credit the face same to the Warrantholder no later than the second (2nd) trading day following the Company’s receipt of the Notice of Exercise, and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, multiplied (b) by the Purchase Priceif any. Payment of the The Purchase Price may be made paid at Holder's choosing either: the Warrantholder’s election either (1i) by payment in immediately available funds; cash or check, or (2) in lieu of any cash paymentii), if this Warrant at the time of exercise hereof there is exercised on a date when a Registration Statement (as defined in no effective registration statement registering, or the Registration Rights Agreement), covering prospectus contained therein is not available for the resale issuance of the Warrant Shares to the Warrantholder, by surrender of all or a portion of the Warrant for shares of Common Stock issuable upon to be exercised under this Agreement and, if applicable, an amended Agreement setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, and such an exercise is permitted hereunder, the Company will issue shares of this Warrant has not been declared effective by Common Stock in accordance with the Securities and Exchange Commission (following formula: X = Y(A-B) Where: X = the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to be issued to the product of (x) Warrantholder. Y = the number of shares of Common Stock requested to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than under this Agreement. A = the full number then-current fair market value of one (1) shares of Common Stock at the time called for hereby, except that of exercise. B = the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedthen-effective Exercise Price. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant For purposes of the same tenor and for above calculation, the purchase current fair market value of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver mean with respect to the person or persons entitled to receive the same a certificate or certificates for the number of full each shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.:

Appears in 1 contract

Samples: U.S. Gold Corp.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8on____________________, 20112009, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 0000 Xxxxx Xxxxxxxx XxxxxxXxxxxxxxx, Xxxxx 0000Suite 1301, XxxxxxxJoplin, XX 00000Missouri 64804, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Siricomm Inc

Exercise. This A. Subject to the limitation set forth in Section 1(B) and the redemption provisions of Section 14, this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.P.M., Eastern Time, on August 8, 20112006, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx00 Xxxxxx Xxx, Xxxxx 0000, Xxxxxxx, Xxxxxx XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: either (1) by payment in immediately available funds; cash or by bank draft, certified check or money order, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) on the date of exercise equal to such sum. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Intraware Inc

Exercise. This Subject to compliance with all applicable securities laws, this Warrant may be exercised in whole or in part, at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011time, on any business dayday commencing on the earlier of (i) May __, 1998, or (ii) immediately prior to a Terminating Transaction under Section 12 (such date being herein referred to as "Commencement Date") and before the Expiration Date, for up to the full number Maximum Number of shares of Common Stock called for hereby, Purchasable Shares by surrendering it this Warrant at the principal office of the Company, Company at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, 1901 Xxxxxxxxx Xxxxxxx, XX 00000San Jose, California, 95110, with the subscription form attached hereto duly executedexecuted by the Registered Holder, together with payment and payment, in cash and/or cancellation of bona fide indebtedness of the Company to the Registered Holder, of an amount equal to the product obtained by multiplying (ai) the number of shares of Common Warrant Stock called for on the face of this Warrant, multiplied (b) to be purchased by the Purchase Price. Payment of Registered Holder by (ii) the Purchase Warrant Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash paymentadjusted Warrant Price therefor, if this Warrant is exercised on a date when a Registration Statement (applicable, as defined determined in accordance with the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedterms hereof. Upon a partial exercise of this Warrant: (i) the Maximum Purchasable Number of Shares immediately prior to such partial exercise shall be reduced by the number of shares of Warrant in accordance with the terms hereofStock purchased upon such exercise of this Warrant, and (ii) this Warrant shall be surrendered, surrendered by the Registered Holder and replaced with a new Warrant of like tenor with respect to which the same tenor and for new Maximum Purchasable Number of Shares Amount is the purchase former Maximum Purchasable Number of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge thereforShares Amount as so reduced. A This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full whole shares of Common Warrant Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Brocade Communications Systems Inc

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX 00000Illinois 60611, with the subscription form duly executedwitx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxxt in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Patron Systems Inc

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for up to the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx122 East 42nd Street, Xxxxx 0000Suite 2606, XxxxxxxNew York, XX 00000, New York 10168 with the subscription form duly executedxxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxxx in an amount equal to (a) not more than the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). funds This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two five (25) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Lev Pharmaceuticals Inc

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after prior to its expiration pursuant to Section 2.4 hereof by the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyholder hereof, by surrendering it at the principal office surrender of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000this Warrant, with the form of subscription form attached hereto duly executedexecuted by such holder, together with payment to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in an the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, multiplied (b) by in whole or in part, the Purchase Price. Payment of holder hereof may pay the Purchase aggregate Exercise Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of with respect to the shares of Common Stock issuable upon exercise for which this Warrant is then being exercised in immediately available funds or, in lieu of such payment, the holder may convert this Warrant, in whole or in part, into a number of Warrant Shares determined as follows: X = Y(A-B)/A where: X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised. B = the Exercise Price. For purposes of this Section 2.1, the fair market value ("Fair Market Value") of a Warrant has not been declared effective by Share shall mean (a) if the Securities and Exchange Commission (Common Stock of the "COMMISSION")Company is traded on a nationally recognized securities exchange or over the counter market, or is no longer in effect, in exchange for the ---------- number closing price of shares a share of Common Stock equal to reported for the product business day immediately preceding the date of holder's exercise of the Warrant, and (xb) if the number of shares to which Common Stock is not traded on a nationally recognized securities exchange or over the Warrants are being exercised multiplied by (y) a fractioncounter market, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant determined in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued good faith by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close Company's Board of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockDirectors.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Holmes Group Inc)

Exercise. This Warrant may be exercised The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time time, or from time to time -------- from and after time, prior to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for expiration of the full number of shares of Common Stock called for herebyExercise Period, by surrendering it tendering to the Company at the its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Notice of Exercise and the payment of the Purchase Price in accordance with the subscription form duly executedterms set forth below, together with payment and in an amount equal no event later than five (5) days thereafter, the Company shall issue to (a) the Warrantholder a certificate for the number of shares of Common Stock called for on purchased and shall execute the face acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, multiplied (b) by the Purchase Priceif any. Payment of the The Purchase Price may be made paid at Holder's choosing either: the Warrantholder’s election either (1i) by payment in immediately available funds; cash or check, or (2ii) in lieu by surrender of any cash payment, if this Warrant is exercised on all or a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale portion of the Warrant for shares of Common Stock issuable upon exercise to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of this Warrant has not been declared effective by shares purchasable hereunder, as determined below (“Net Issuance”). If the Securities and Exchange Commission (Warrantholder elects the "COMMISSION")Net Issuance method, or is no longer the Company will issue shares of Common Stock in effect, in exchange for accordance with the ---------- following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock equal to be issued to the product of (x) Warrantholder. Y = the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock requested to be purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number issuance of such shares not purchased upon such exercise of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall be issued by mean with respect to each share of Common Stock: (A) if the Company to Holder without any charge therefor. A Warrant Common Stock is traded on a securities exchange, the fair market value shall be deemed to have been exercised immediately prior be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the close average of business the closing bid and asked price quoted on the date NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of its surrender the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the holder Company is then in possession of such shares of record as a recent valuation of the close of business on such date. Within two (2) business days after such dateCompany’s Common Stock, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number Board of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value Directors may rely on the date of exercise of one full share of Common Stock.such

Appears in 1 contract

Samples: Loan and Security Agreement (Tricida, Inc.)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8June 29, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Xa, Inc.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8September 26, 2011, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares ---------- of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Warrant Signature (Xa, Inc.)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 500 North Michigan Avenue, Suite 300, Chicagx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with xxxxxxxx xxth payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Patron Systems Inc

Exercise. This Warrant The warrants evidenced hereby ("Warrants"), as they may be adjusted from time to time, may be exercised at a price of $0.01 per share (the "Exercise Price") to acquire one share of the common stock of Torpedo Sports USA, Inc. par value of $0.001 (the "Common Stock"). The Warrants may be exercised in whole or in part at any time or from time to time -------- from during the period (the "Warrant Exercise Period") commencing on their issuance and ending at 5:00 P.M. Eastern Time on a date which is three years after the Original Issuance Closing Date under the Agreement (as hereafter defined), unless extended by a majority vote of the Company's Board of Directors for such length of time as they, in their sole discretion, deem reasonable and before 5:00 p.m.necessary, Eastern Timeprovided however, on August 8, 2011, on any business day, for the full number of shares eligible for exercise at any time may only equal that number of Common Stock called for hereby, by surrendering it at the principal office previously issued options or warrants of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxxas set forth in Exhibit 1.3 to that certain Agreement Concerning the Exchange of Securities by and among Torpedo Sports USA, Xxxxx 0000Inc., XxxxxxxTorpedo Newco, XX 00000Inc. and Interactive Games, with Inc and the subscription form duly executedSecurity Holders of Interactive Games, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this WarrantInc. dated October , multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment2004, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSIONAgreement"), or is no longer in effect, in exchange for ) that are exercised during the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise term of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedwarrant. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Each Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (each, an "Exercise Date") of its the surrender for exercise of the Warrant Certificate. The Exercise Form attached hereto shall be executed by the Warrant Holder thereof or his attorney duly authorized in writing and shall be delivered together with payment to the Company at its corporate offices located at 500 Australian Avenue South, Suite 625, West Palm Beach, Florida 33400(xxx "Xxxxxxxxx Xxxxxx"), xx xx xxx xxxx xxxxx xxxxxx xx xxxxxy as the Company may designate, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided aboveherein, and the person entitled to receive the shares number of Common Stock issuable upon such Warrant Shares deliverable on exercise shall be treated for all purposes as the holder of such shares of record Warrant Shares as of the close of business on such datethe Exercise Date. Within two (2) business days after such date, the The Company shall not be obligated to issue any fractional share interest in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and deliver such fractional shares shall be of no value whatsoever. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless such holder or holders shall have exercised the Warrants prior to the person or persons record date fixed by the Board of Directors for the determination of holders of Common Stock entitled to receive the same a certificate such dividends or certificates for the number of full other rights. The shares of Common Stock issuable acquirable upon exercise hereof are referred to herein as "Warrant Shares." If, at the time of any exercise of a Warrant, the Warrant Shares shall not be registered under the Securities Act of Securities, as amended (the "Securities Act"), the Company may require, as a condition of allowing such exercise, together with cashthat the holder or transferee of such Warrant, furnish to the Company an opinion of counsel or recognized standing in lieu of any fraction of a sharesecurities law, equal to the effect that such fraction exercise may be made without registration under the Securities Act, provided that subject to receipt of the then Fair Market Value on aforementioned opinion, the date of exercise of one full share the Warrant shall at all times be within the control of Common Stocksuch holder or transferee, as the case may be, and, if required by the Company, by written representation that the Warrant Shares are being purchased for investment and not for distribution; acknowledging that such shares have not been registered under the Securities Act; and agreeing that such shares may not be sold or transferred unless there is an effective Registration Statement for them under the Securities Act, or in the opinion of counsel to the Company such sale or transfer is not in violation of the Securities Act.

Appears in 1 contract

Samples: Agreement (Torpedo Sports Usa Inc)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day (as hereinafter defined), for the full number of shares of the Common Stock called for hereby, by surrendering it at the principal office of the CompanyCompany (currently 000 Xxxxxx Xxxx, at 000 Xxxxx Xxxxxxxx Xxxxxx-Xxxxx/Scranton International Airport, Xxxxx 0000Avoca, Xxxxxxx, XX 00000, Pennsylvania 18641) with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of the Common Stock called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of the Common Stock at the time called for hereby, except that the number of shares of the Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of the Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of the Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of the Common Stock.

Appears in 1 contract

Samples: Fbo Air, Inc.

Exercise. This Warrant Subject to the provisions of Sections 4, 7 and 8, the Class C Warrants may be exercised at a price (the "Exercise Price") of $4.50 in whole or in part at any time or from time to time -------- from and during the period (the "Exercise Period") com- mencing six months after the Original Issuance Date final closing of the private offering, and before 5:00 p.m.terminating three years thereafter (the "Expiration Date"), Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, unless extended by surrendering it at the principal office a majority vote of the Company's Board of Directors at its discretion. The Company shall promptly notify the Warrant Agent of any extension of the Exercise Period of the Class C Warrants. The Exercise Price will be reduced to $1.00 per share if, at 000 Xxxxx Xxxxxxxx Xxxxxxwithin one year of the final closing of the private offering, Xxxxx 0000the Company has not been able to list its Common Stock on The Nasdaq Stock Market, Xxxxxxx, XX 00000, the American Stock Exchange or another equivalent exchange and/or has not filed a registration statement with the subscription form duly executed, together with payment in an amount equal Securities and Exchange Commission relating to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge thereforClass C Warrants. A Class C Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of its the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at American Securities Transfer, Inc., 938 Quail Street, Suite 101, Lakexxxx, Xxxxxxxx 00000 (xxx "Xxxxxxxxx Xxxxxx"), xx xxxh or by official bank or certified check, of an amount equal to the aggregate applicable Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided aboveherein, and the person entitled to receive the shares number of Common Stock issuable upon Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such shares of record Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such datetime, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Class C Warrant and Exercise Price to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Class C Warrant but cash will be paid in lieu of any fractional share. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within two (2) business thirty days after such datethe Exercise Date, and in any event prior to the applicable Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Company Warrant Agent shall issue cause to be issued and deliver delivered to the person or persons entitled to receive the same same, a certificate or certificates for the number of full Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Class C Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Class C Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exer- cised Warrants to be issued. Expenses incurred by American Securities Transfer, Inc. while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the Exercise Period. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Class C Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Class C Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Class C Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Class C Warrants and purchased the shares of Common Stock issuable upon such exercise, together with cash, in lieu prior to the record date fixed by the Board of any fraction Directors of a share, equal the Company for the determination of holders of Common Stock entitled to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockdividend or other right.

Appears in 1 contract

Samples: Warrant Agreement (Contour Medical Inc)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx122 East 42nd Street, Xxxxx 0000Suite 2606, XxxxxxxNew York, XX 00000, New York 10168 with the subscription form duly executedxxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment in an xxxxxxxx xxxx xxxxxxx xx xn amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant multiplied (b) by the then Purchase Price. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two five (25) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Lev Pharmaceuticals Inc

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX 00000Illinois 60611, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxxx in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Patron Systems Inc

Exercise. This Warrant Payment may be exercised at any time made either (i) in cash or from time by certified or official bank check payable to time -------- from and after the Original Issuance Date and before 5:00 p.m.order of the Company equal to the applicable aggregate Exercise Price, Eastern Time, on August 8, 2011, on any business day, for (ii) by delivery of the full number of Warrant or shares of Common Stock called for herebyStock, (iii) by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares delivering of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable receivable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrenderedand subject to the limitations set forth below, and or (iv) by a new Warrant combination of any of the same tenor and foregoing methods, for the purchase of the number of Common Shares specified in such shares not purchased upon Exercise Notice (as such exercise number shall be issued by adjusted to reflect any adjustment in the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close total number of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise to the Holder per the terms of this Warrant) and the Holder shall thereupon be treated for all purposes as entitled to receive the holder number of such duly authorized, validly issued, fully-paid and non-assessable shares of record Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if at any time after the first anniversary of the close date hereof, the Holder wishes to exercise this Warrant, and the Company does not have an effective registration statement filed with the Securities and Exchange Commission covering the resale of business on such date. Within two the Common Stock and/or Other Securities, as applicable, issuable upon exercise of this Warrant, in lieu of exercising this Warrant for cash the Holder may elect to receive shares equal to the value (2as determined below) business days after such date, 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 and deliver to the person or persons entitled to receive the same Holder a certificate or certificates for the number of full shares of Common Stock issuable upon such exercisecomputed 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 the Warrant or, together with cash, in lieu of any fraction of if only a share, equal to such fraction portion of the then Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A= the Fair Market Value on of one share of the Company's Common Stock (at the date of exercise of one full share of Common Stock.such calculation)

Appears in 1 contract

Samples: Tidel Technologies Inc

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Thousand (1,000) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 99 Erie Street, Cambridge, Massachusetts 02139 or such other address ax xxx Xxxxxxx xxxxx xxxxxxxxx xx x xritten notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, or (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this Section at any time or from time to time -------- from prior to its expiration. In lieu of exercising this Warrant for cash, the Holder may elect to surrender a portion of this Warrant for conversion and after to receive shares of Common Stock equal to the Original Issuance Date value of this Warrant (or the portion being cancelled, surrendered and before 5:00 p.m.converted) by surrender of this Warrant to the Company together with notice of such election. Upon such event, Eastern Time, on August 8, 2011, on any business day, for the full Company shall issue to the Holder a number of shares of the Company's Common Stock called for hereby, computed by surrendering it at using the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to following formula: X = Y (aA - B) --------- A Where: X = the number of shares of Common Stock called for on to be issued to the face of this Warrant, multiplied (b) by Holder; Y = the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is otherwise be purchased under this Warrant; A = the Fair Market Value of one share of the Common Stock; and B = the Exercise Price of the Warrant (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company adjusted to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockcalculation).

Appears in 1 contract

Samples: Stock Purchase Warrant (Dynagen Inc)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8July __, 20112013, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 X. Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxxxxxx, Xxxxxxx, XX 00000Xxxxxxxx 00000 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Warrant Signature Page (Beacon Enterprise Solutions Group Inc)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8______ __, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Warrant Signature (Xa, Inc.)

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Exercise. This Warrant may be exercised The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time time, or from time to time -------- from and after time, prior to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for expiration of the full number of shares of Common Stock called for herebyterm set forth in Section 2, by surrendering it tendering to the Company at the its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Notice of Exercise and the payment of the Purchase Price in accordance with the subscription form duly executedterms set forth below, together with payment and in an amount equal no event later than three (3) days thereafter, the Company shall issue to (a) the Warrantholder a certificate for the number of shares of Common Preferred Stock called for purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any. Initially, 199,219 shares of the Warrant Stock shall be exercisable under this Agreement, with the remaining 246,093 shares becoming exercisable pro rata based on the face amount of the Advances made on the Tranche A Loan (e.g., if 50% of the Tranche A Loan is drawn, then 50% of the remaining 246,093 shares of Warrant Stock shall become available under this Agreement). For clarification purposes only, no portion of such 246,093 shares of Warrant Stock shall be issuable pursuant to the provisions of this Warrant, multiplied (b) Warrant until such pro rata portion of the Tranche A Loan is drawn by the Purchase PriceCompany. Payment of the The Purchase Price may be made paid at Holder's choosing either: the Warrantholder’s election either (1i) by payment in immediately available funds; cash or check, or (2ii) in lieu by surrender of any cash paymentall or a portion of the Warrant for shares of Preferred Stock to be exercised under this Agreement and, if this Warrant is exercised on a date when a Registration Statement applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (as defined “Net Issuance”). If the Warrantholder elects the Net Issuance method, the company will issue Preferred Stock in accordance with the Registration Rights Agreement), covering following formula: Where: X= the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Preferred Stock equal to be issued to the product of (x) Warrantholder. Y= the number of shares of Preferred Stock requested to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than under this Agreement. A= the full number fair market value of shares one (1) share of Common Preferred Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Preferred Stock.

Appears in 1 contract

Samples: Warrant Agreement (Box Inc)

Exercise. This Subject to the terms hereof this Warrant Certificate, may be exercised at the Exercise Price in whole or in part at any time or from time to time -------- from and during the period (the “Exercise Period”) commencing on the next Business Day after the Original Issuance Date date hereof as contemplated by Section 4 of the Conversion Agreement and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it terminating at the principal office close of business on the earlier of: (i) September 1, 2009; (ii) or shall be exercised on such sooner date at the election of the Company, Company and upon at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with least thirty (30) days prior written notice to the subscription form duly executed, together with payment Registered Holder in an amount equal to the event that: (a) the number Mxxxxx M12 well indicates, by way of shares an independent engineering report, sustainable production, if developed, in excess of Common Stock called for on the face 7,500 barrels of this Warrant, multiplied oil per day or (b) all the warrants originally issued under that certain Note and Warrant Purchase Agreement dated as of March 3, 2006 by and among the Company and the purchasers listed therein are exercised by the Purchase Price. Payment holders thereof and the average closing price for the Company’s Common Stock on the American Stock Exchange or, if the Common Stock is not then listed for trading on the American Stock Exchange (“AMEX”) then the Oslo Stock Exchange, is above U.S. $2.00 (or its equivalent in NOK, and in any case adjusted for any stock dividends, stock split, its reverse split, recapitalization or reorganization) for a period of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available fundsfive consecutive trading days; or (2iii) in lieu of any cash paymentthe event the Tethys IPO does not occur on or prior to December 31, if this Warrant is exercised on a date when a Registration Statement 2006, then December 31, 2006 (as defined in the Registration Rights Agreement“Expiration Date”), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective . The Exercise Period may also be extended by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number Company’s Board of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge thereforDirectors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the “Exercise Date”) of the surrender to the Company at its surrender for principal offices of this Warrant Certificate with the exercise as provided aboveform attached hereto executed by the Registered Holder and accompanied by payment to the Company, and in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. The person entitled to receive the shares of Common Stock Shares issuable upon such exercise of a Warrant or Warrants (“Warrant Shares”) shall be treated for all purposes as the holder of such shares of record Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to issue a fractional share, the Company will pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in an amount equal to the same fraction of the amount by which the market price of a Share on the date of exercise exceeds the Exercise Price, such datemarket price to be determined in good faith by the Board of Directors of the Company. Within two (2) If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after such datethe Exercise Date, the Company shall issue cause to be issued and deliver delivered to the person or persons entitled to receive the same same, a certificate or certificates for the number of full shares of Common Stock issuable upon Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, together with cash, in lieu and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any fraction dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of a share, equal holders of Shares entitled to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockdividend or other right.

Appears in 1 contract

Samples: Conversion Agreement (Canargo Energy Corp)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX Illinois 00000, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with xxxxxxxx xxxh payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Patron Systems Inc

Exercise. This Warrant may be exercised at by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any time increment or from time increments of one hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to time -------- from and after exercise to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of following address: 125 James Way, Southampton, PA 18966-3877 or such oxxxx xxxxxxx xx the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with Company shall designate in a written notice to the subscription form duly executedHolder hereof, together with this Warrant and payment in an amount equal to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (ai) the number of shares of Common Stock called for on the face of this Warrantby certified or bank check, multiplied (bii) by the Purchase Price. Payment surrender of the Purchase Debenture or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price may be made at Holder's choosing either: or (1iii) by payment in immediately available funds; or (2) in lieu the surrender of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise portion of this Warrant has not been declared effective by where the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Shares subject to the product portion of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant that is surrendered have a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined in Section 4(c) below)) equal to the aggregate Exercise Price. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person or persons entitled to receive the same Holder of this Warrant a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Common Stock issuable upon such exercisethe Shares, together with cashthe Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in lieu all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of Shares upon exercise of one full share of Common Stockthis Warrant.

Appears in 1 contract

Samples: Environmental Tectonics Corp

Exercise. (a) This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8September 30, 20112017, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000__________________________________________________________or such other place as the Company may designate, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Exercise Price may is shall be made at Holder's choosing either: (1) ’s by payment in immediately available funds; cash or (2) by certified check, payable to the order of the Company, and shall accompany the Notice of Exercise form annexed hereto. The Warrant Exchange shall take place on the date specified in lieu the Notice of any cash paymentExercise or, if this later, the date the Notice of Exchange is received by the Company (the “Exchange Date”). Certificates for shares of Common Stock issuable upon such Warrant is exercised on Exchange and, if applicable, a date when a Registration Statement (as defined in new Warrant of like tenor evidencing the Registration Rights Agreement), covering the resale balance of the shares of Common Stock issuable upon exercise remaining subject to this Warrant, shall be issued as of this Warrant has not been declared effective by the Securities Exchange Date and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal delivered to the product of Holder within ten (x10) days following the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)Exchange Date. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two ten (210) business days after such datedate (the “Share Delivery Date”), the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Perk International Inc.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December 21, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Xa, Inc.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Issue Date and before 5:00 p.m., Eastern Time, on August 8, 2011, the Expiration Date on any business dayday (an “Exercise Date”), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the CompanyCorporation, at 000 Xxxxx Xxxxxxxx Xxxxxx2000 Xxxx Xxxx, Xxxxx 0000City of Industry, Xxxxxxx, XX 00000California 90601 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warranthereby, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to for which the Warrants are Warrant is being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that in which case the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company Corporation to the Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, Exercise Date and the person Person(s) (as defined in Section 22) entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company Corporation shall issue and deliver to the person or persons Person(s) entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exerciseexercise (with such whole number of shares being determined taking into consideration any other Warrants being simultaneously exercised by such Holder), together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockStock as of the Exercise Date. “Fair Market Value” as used in this Section 1 shall mean the Closing Sales Price of the Common Stock on the Trading Date immediately preceding any Exercise Date (as such each of such terms is defined in Section 22 below). Notwithstanding anything to the contrary contained in this Warrant, under no circumstances shall the Corporation be required to net cash settle the exercise of this Warrant.

Appears in 1 contract

Samples: American Telecom Services Inc

Exercise. This Warrant may Once vested, the Performance Options can be exercised at any time to purchase stock of the Company subject to this option, in whole or in part, from time to time -------- from time, during Recipient’s Term of Employment and for a period of six (6) months after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, earlier to occur of (i) the termination of Recipient’s Term of Employment (for whatever reason other than Cause) or (ii) the full number of shares of Common Stock called for hereby, by surrendering it at the principal office closing of the CompanyChange in Control event. Performance Options not exercised within such 6-month period shall immediately terminate. Performance Options existing upon Recipient’s termination for Cause shall terminate immediately upon termination of employment. The purchase price for each share subject to this Performance Option shall be $______, at 000 Xxxxx Xxxxxxxx Xxxxxxwhich is the purchase price of each share of stock of the Company on the date immediately prior to the date of this Agreement. To exercise a purchase right, Xxxxx 0000, Xxxxxxx, XX 00000, with Recipient shall provide written notice to the subscription form duly executed, together with payment in an amount equal to (a) Company of the number of shares desired to be purchased along with a check for good funds to satisfy the full price, or where permitted by law: (a) by Recipient’s surrender of shares of the Company’s Common Stock called that have been held by Recipient for on at least six (6) months or so long as the face Company does not recognize for financial accounting purposes a charge for compensation expense, that (i) either (A) have been paid for within the meaning of this WarrantSEC Rule 144 (and, multiplied if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by Recipient in the open public market; and (ii) are clear of all liens, claims, encumbrances or security interests; or (b) by provided that a public market for the Purchase Price. Payment Company’s stock exists: (i) through a “same day sale” commitment from Recipient and a Company-designated broker-dealer that is a member of the Purchase Price may be made at Holder's choosing either: Financial Industry Regulatory Authority (1a “Dealer”) by payment whereby Recipient irrevocably elects to exercise the Option and to sell a portion of the shares so purchased sufficient to pay for the total purchase price for all shares being acquired (including those that are being sold to pay the purchase price) and whereby the Dealer irrevocably commits upon receipt of such shares to forward the total purchase price directly to the Company, or (ii) through a “margin” commitment from Recipient and a Dealer whereby Recipient irrevocably elects to exercise the Option and to pledge the shares so purchased to the Dealer in immediately available fundsa margin account as security for a loan from the Dealer in the amount of the total purchase price, and whereby the Dealer irrevocably commits upon receipt of such shares to forward the total purchase price directly to the Company; or (2c) by any combination of cash and/or the foregoing. Provided that the exercise notice and payment are in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities form and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange substance satisfactory to counsel for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateCompany, the Company shall issue and deliver the shares registered in the name of Recipient and, to the person or persons entitled to receive extent share certificates are issued by the same a certificate or Company, shall deliver certificates for representing the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockappropriate legends affixed thereto.

Appears in 1 contract

Samples: Employment Agreement (FlexShopper, Inc.)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December 20, 20112012, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx 124 N. First Street, Louisville, Kxxxxxxx 00000 (xxx "Xxxxxxxxx Xxxxxx"), Xxxxx 0000, Xxxxxxx, XX 00000, with the xxxx xxx subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Suncrest Global Energy Corp

Exercise. This Warrant may be exercised at by the Holder hereof (but -------- only on the conditions hereinafter set forth) as to all or any time increment or from time increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to time -------- from and after exercise to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of the Company, at 000 following address: 0000 Xxxxxx Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxx 0000000, Xxxxxxx, XX Xxxxxxx 00000, with or such other address as the subscription form duly executedCompany shall designate in a written notice to the Holder hereof, together with this Warrant and payment in an amount equal to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder (apursuant to documentation reasonably satisfactory to the Company), (i) the number of shares of Common Stock called for on the face of this Warrantby certified or bank check, multiplied (bii) by the Purchase Price. Payment surrender of the Purchase Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price may be made at Holder's choosing either: or (1iii) by payment in immediately available funds; or (2) in lieu the surrender of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise portion of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock having a fair market value equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)aggregate Exercise Price. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person Holder of this Warrant (or persons entitled instruct its transfer agent to receive the same do so) a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Common Stock issuable upon such exercisethe Shares, together with cashthe Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in lieu all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of Shares upon exercise of one full share of Common Stockthis Warrant.

Appears in 1 contract

Samples: Stock Purchase Warrant (M2direct Inc)

Exercise. This Warrant may be exercised at any time by the Holder hereof (but only on the conditions hereinafter set forth) as to part or from time to time -------- from all of the Warrant Shares by surrender of this Warrant, duly completed and after executed on behalf of the Original Issuance Date and before 5:00 p.m.Holder, Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx Xxxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with or at such other address as the subscription form duly executedCompany shall designate in a written notice to the Holder hereof, together with payment in an amount equal a check acceptable and payable to (a) the number of shares of Common Stock called Company for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment aggregate purchase price of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)Shares so purchased. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the Upon exercise of this Warrant as a wholeaforesaid, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares of record as of the close of business on such datethe date of exercise. Within two (2) business days As promptly as practicable on or after such date, and in any event within ten (10) business days thereafter, the Company shall issue execute and deliver to the person or persons entitled to receive the same Holder of this Warrant a certificate or certificates for the total number of full shares of Common Stock issuable upon such exercise, together with cashwhole Warrant Shares for which this Warrant is being exercised, in lieu of any fraction of a share, equal such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to such fraction less than all of the then Fair Market Value on Warrant Shares, the date Company, at its expense, will issue to the Holder a new Warrant covering the number of exercise Warrant Shares with respect to which this Warrant shall not have been exercised, which new Warrant shall be identical to this Warrant except for the number of one full share of Common Stockshares.

Appears in 1 contract

Samples: Stock Subscription Agreement (Paragon Financial Corp)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 2000 Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 000, Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000Xxxxxxxxxx 00000 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Warrant And (Wherify Wireless Inc)

Exercise. This Warrant may All Transfers of Shares to the Drag-Along Transferee pursuant to this Section 4 shall be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it consummated simultaneously at the principal office offices of the Company, unless the Drag-Along Sellers elect otherwise, on the later of (i) a Business Day not less than ten (10) or more than sixty (60) days after the Drag-Along Notice is received by such other Investors and the Company or (ii) the third Business Day following receipt of all material Governmental Approvals, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other time and/or place as each of the parties to such Transfers may agree. The delivery of stock certificates shall be made on such date, Xxxxx 0000against payment of the purchase price for such Shares, Xxxxxxxduly endorsed for Transfer or with duly executed stock powers or similar instruments, XX 00000or such other instrument of Transfer of such Shares as may be reasonably requested by the Drag-Along Sellers and the Company, with all stock transfer taxes paid and stamps affixed. Each other Investor shall receive with respect to the subscription form duly executedsale of shares of Class B Common Stock the same amount of consideration received by the Drag-Along Sellers per share of Class B Common Stock (it being understood that shares of Class A Common Stock may be valued by the Drag-Along Transferee at a lower price per share than the Class B Common Stock to account for the different rights, together with payment powers, preferences and privileges that the Class A Common Stock has compared to the Class B Common Stock as set forth in an amount equal the Company’s Certificate of Incorporation and other agreements relating to (a) the Shares, including, without limitation, the right of the holders of shares of Class B Common Stock to receive distributions in respect of their unreturned paid-in-capital of the Company prior the right of the holders of shares of Class A Common Stock to receive distributions ratably based on the number of shares of Common Stock called for on outstanding Shares held by such holders). To the face of extent that the Parties (or any successors thereto) are to provide any indemnification or otherwise assume any other post-closing liabilities, the Drag-Along Sellers and all other Investors selling Shares in a transaction under this Warrant, multiplied Section 4 shall do so severally and not jointly (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised and on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant pro rata basis in accordance with the terms hereofShares being sold by each) and their respective potential liability thereunder shall not exceed the proceeds received. Furthermore, this Warrant each other Investor shall only be required to give customary representations and warranties, including, but not limited to, title to Shares conveyed, legal authority and capacity, and non-contravention of other agreements to which it is a party. Each Investor shall be surrenderedrequired to enter into any instrument, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue undertaking or obligation necessary or reasonably requested and deliver to all documents necessary or reasonably requested in connection with such sale (as specified in the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together Drag-Along Notice) in connection with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockthis Section 4.

Appears in 1 contract

Samples: Stockholders’ Agreement (PQ Systems INC)

Exercise. This Warrant may be exercised at At any time during the 10-day period following receipt -------- of an Unregistered Offering Notice, AOL may elect to purchase any or from time to time -------- from all of the AOL Unregistered Shares at the purchase price and after upon the Original Issuance Date other terms and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of conditions upon which shares of Common Stock called for hereby, are actually issued in the Unregistered Offering by surrendering it delivering a written notice to such effect to the Company. If (i) AOL elects to purchase AOL Unregistered Shares and after such election the price at the principal office which Unregistered Shares are issued is greater than 133% of the Companyprice specified in the Unregistered Offering Notice (or the last written notice delivered to AOL regarding such issuance of Unregistered Shares), then AOL shall be entitled to withdraw its election to purchase AOL Unregistered Shares or (ii) if AOL fails to elect to purchase AOL Unregistered Shares during such 10-day period and after such 10-day period the price at 000 Xxxxx Xxxxxxxx Xxxxxxwhich Unregistered Shares are issued is less than 67% of the price specified in the Unregistered Offering Notice (or the last written notice delivered to AOL regarding such issuance of Unregistered Shares), Xxxxx 0000then AOL shall be released from its obligations under Article VII of this Agreement for a period of sixty (60) days following the consummation of such Unregistered Offering (or, Xxxxxxxif later, XX 00000, with the subscription form duly executed, together with payment cessation of any restrictions under applicable Law or the rules of Nasdaq or any stock exchange on AOL's ability to purchase Common Stock) in an amount equal order to (a) allow AOL to purchase the number of shares of Common Stock called for on that it could have purchased in such Unregistered Offering. Except as provided in the face of this Warrantfollowing sentence, multiplied (b) by such purchase shall be consummated concurrently with the Purchase Price. Payment consummation of the Purchase Price Unregistered Offering. The closing of any purchase of AOL Unregistered Shares by AOL may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu extended beyond the closing of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined the transaction described in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Unregistered Offering Notice to the product of (x) the number of shares extent necessary to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price obtain required governmental approvals and other necessary approvals and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, Company and the sum payable upon the exercise of this Warrant as a whole, AOL shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of use their respective reasonable best efforts to obtain such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockapprovals.

Appears in 1 contract

Samples: Stockholders and Registration Rights Agreement (Tivo Inc)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayday of the Company, for up to the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx 00 Xxxxxx Xxxxxx, Xxxxx 0000Xxxxxxxxx, XxxxxxxXxx Xxxx 00000, XX 00000or such other principal office of the Company as may be had from time to time (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) not more than the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares of Common Stock to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedreduced for any prior partial exercises. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its proper surrender for exercise and tender of full payment, if applicable, as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateSubject to compliance with applicable law and regulation and the terms hereof, the Company shall promptly issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of the Purchase Price. “Fair Market Value” shall mean, as of any date: (i) if shares of the Common Stock are listed on a sharenational securities exchange, equal the average of the closing prices as reported for composite transactions during the five (5) consecutive trading days preceding the trading day immediately prior to such fraction date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the then Fair Market Value Common Stock are not so listed but are traded on the Nasdaq SmallCap Market (“NSCM”), the average of the closing prices as reported on the NSCM during the five (5) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of exercise the close of one full share business on such trading day, as reported on the NSCM; or if applicable, the Nasdaq National Market (“NNM”), or if not then included for quotation on the NNM or NSCM, the average of the highest reported bid and lowest reported asked prices as reported by the OTC Bulletin Board or the National Quotations Bureau, as the case may be; or (iii) if the shares of the Common StockStock are not then publicly traded, the fair market price of the Common Stock as mutually agreed to in good faith by the Board of Directors of the Company and the Placement Agent.

Appears in 1 contract

Samples: Warrant Signature Page (Patient Infosystems Inc)

Exercise. This Warrant may be exercised at by the Holder hereof (but -------- only on the conditions hereinafter set forth) as to all or any time increment or from time increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to time -------- from and after exercise to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxxfollowing address: 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 0000000, Xxxxxxx, XX Xxxxxxx 00000, with or such other address as the subscription form duly executedCompany shall designate in a written notice to the Holder hereof, together with this Warrant and payment in an amount equal to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder (apursuant to documentation reasonably satisfactory to the Company), (i) the number of shares of Common Stock called for on the face of this Warrantby certified or bank check, multiplied (bii) by the Purchase Price. Payment surrender of the Purchase Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price may be made at Holder's choosing either: or (1iii) by payment in immediately available funds; or (2) in lieu the surrender of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise portion of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock having a fair market value equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)aggregate Exercise Price. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person Holder of this Warrant (or persons entitled instruct its transfer agent to receive the same do so) a certificate or certificates for the total number of full shares of Common Stock issuable upon whole Shares for which this Warrant is being exercised in such exercise, together names and denominations as are requested by such Holder. If this Warrant shall be exercised with cash, in lieu of any fraction of a share, equal respect to such fraction less than all of the then Fair Market Value on Shares, the date Holder shall be entitled to receive a new Warrant covering the number of exercise Shares in respect of one full share of Common Stock.which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to

Appears in 1 contract

Samples: Stock Purchase (M2direct Inc)

Exercise. This Subject to the provisions of Section 2 hereof, this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance time immediately prior to the Vesting Date and before 5:00 p.m.P.M., Eastern Standard Time, on August 8, 2011, 200 on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the first paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Value America Inc /Va)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8_____________, 2011unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 0000 Xxx Xxx Xxxxx Xxxxxxxx XxxxxxXxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxXxx Xxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Titan Energy Worldwide, Inc.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx XxxxxxXxxxxx Xxxx., Xxxxx 0000000, XxxxxxxXxx Xxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Wherify Wireless Inc

Exercise. This Warrant The Warrants may be exercised by the Warrant Holder, in whole or in part, by delivering the Notice of Exercise purchase form, attached as EXHIBIT A hereto, duly executed by the Warrant Holder to the Company at any time its principal office, or from time at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to time -------- from the order of the Company, of the amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the "Purchase Price"). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyowned by the Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise, except as set forth in Section 3.3(4) below, by surrendering it at the principal office of providing irrevocable instructions to the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, through delivery of the aforesaid purchase form with the subscription form duly executed, together with payment in an amount equal appropriate reference to (a) this Section 2.1 to issue the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xa) the number of shares as to which the Warrants are being exercised multiplied by (yb) a fraction, the numerator of which is the Purchase Fair Market Value of a share of the Common Stock on the last business day preceding the Exercise Date less the Exercise Price therefore and the denominator of which is the such Fair Market Value (as defined below)Value. This Warrant may For purposes hereof, "Exercise Date" shall mean the date on which all deliveries required to be exercised for less than made to the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable Company upon the exercise of Warrants pursuant to this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, Section 2.1 shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockmade.

Appears in 1 contract

Samples: Warrant Agreement (Kimberlin Kevin)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December 20, 20112012, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx124 N. First Street, Xxxxx 0000Louisville, XxxxxxxKentucky 40202 (the "Principal Offxxx"), XX 00000, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSIONCommission"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Suncrest Global Energy Corp

Exercise. (a) This Warrant may be exercised at by the Holder hereof on a cashless (net) basis or on a cash basis (but only on the conditions hereinafter set forth) as to all or any time increment or from time increments of the Warrant Shares upon delivery of written notice of intent to time -------- from and after exercise to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of Company's address set forth below its signature below or the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, address most recently reported in filing with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission by the Company, together with this Warrant and cash or check payable to the Company for the aggregate Exercise Price of the Warrant Shares so purchased (the "COMMISSIONPurchase Price"), except as provided in the following sentence. The Holder may, at its option, elect to pay some or is no longer in effect, in exchange all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for the ---------- such number of shares the Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of Common Stock equal to the product of (x) the number of shares to which the Warrants are Warrant Shares being exercised multiplied purchased upon such exercise by (yii) a fraction, the numerator excess of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares ) per share of Common Stock at as of the time called for hereby, except that date of exercise over the number of shares receivable upon the Purchase Price per share. Upon exercise of this Warrant Warrant, the Company shall as a wholepromptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the sum payable upon the exercise Holder of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise certificate or certificates for the total number of Warrant Shares for which this Warrant is being exercised in accordance with the terms hereof, such names and denominations as are requested by such Holder. If this Warrant shall be surrenderedexercised with respect to less than all of the Warrant Shares, and the Holder shall be entitled to receive a new Warrant of the same tenor and for the purchase of covering the number of such shares Warrant Shares in respect of which this Warrant shall not purchased upon such exercise have been exercised, which number shall be issued by equal to the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to number of the outstanding shares of the Company's Common Stock, as of the close of business on the date of its surrender for final exercise as provided aboveof the Warrant, and which would cause the person entitled Holder to receive own the Warrant Percentage of the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business Company calculated on such date. Within two (2) business days after such datea fully diluted basis, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for minus the number of full shares of the Company's Common Stock issuable issued upon such exercise, together with cash, earlier exercise(s) of the Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in lieu respect of the issuance of this Warrant or the issuance of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of Warrant Shares upon exercise of one full share of Common Stockthis Warrant.

Appears in 1 contract

Samples: Integrated Spatial Information Solutions Inc /Co/

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal administrative office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx5775 Flatiron Parkway, Xxxxx 0000Suite 230, XxxxxxxBoulder, XX 00000Colorado 80301, with the subscription form duly executedtxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment in xxxxxxxx xxxx xxxxxxx xx an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the terms of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Patron Systems Inc

Exercise. This Warrant may be exercised at any time by the holder hereof, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.in part, Eastern Time, on August 8, 2011, during normal business hours on any business day, for Business Day on or prior to the full number of shares of Common Stock called for herebyExpiration Date, by surrendering it surrender of this Warrant to the Company at its office maintained pursuant to Section 13.2(a) hereof, accompanied by a subscription in substantially the principal office form attached to this Warrant (or a reasonable facsimile thereof) duly executed by such holder and accompanied by payment, (i) in cash, (ii) by certified check payable to the order of the Company, (iii) by wire transfer, or (iv) by the surrender by such holder to the Company, at 000 Xxxxx Xxxxxxxx Xxxxxxthe aforesaid offices, Xxxxx 0000of any of the Company’s Senior Subordinated Notes due December 15, Xxxxxxx2008 (the “Notes”) held by such holder, XX 00000, with the subscription form duly executed, together with and all such Notes so surrendered shall be credited against such payment in an amount equal to the principal amount of such Notes plus accrued interest thereon to the date of the surrender, or by any combination of any of the foregoing methods, in the amount obtained by multiplying (a) the number of Initial Warrant Shares (without giving effect to any adjustment thereof, other than pursuant to Section 2.5) designated in such subscription by (b) the Initial Warrant Price (such product, the “Exercise Price”), and such holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock called (or Other Securities), adjusted as provided in Sections 2 through 4 hereof (other than any adjustment under Section 2.5, it being understood that Section 2.5, if applicable, shall operate solely to increase the number of Initial Warrant Shares for on the face of which this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price Warrant may be made at Holder's choosing either: (1) by exercised, converted or exchanged); provided that the amount of payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares per share of Common Stock issuable (or Other Securities) (after giving effect to any adjustments as provided in Sections 2 through 4 hereof) upon exercise of this Warrant has not been declared effective by exercise, conversion or exchange shall never be less than the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares par value per share of Common Stock equal to the product of (xor Other Securities) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by exercise. To the Company to Holder without any charge therefor. A Warrant extent necessary, the Exercise Price shall be deemed to have been exercised immediately prior amended to reflect the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as effects of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockforegoing proviso.

Appears in 1 contract

Samples: Equinox Group Inc

Exercise. (a) This Warrant may be exercised at any time by the Registered Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in an amount equal to (a) full, in lawful money of the number of shares of Common Stock called for on the face of this WarrantUnited States, multiplied (b) by the Purchase Price. Payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2010 such that all Warrant Shares are vested in full on March 31, 2011 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and among Prof. Avi Israeli, the Registered Holder and the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall vest on or after the date of such termination. Upon termination of the Agreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be made at Holder's choosing eitherexercised only on or before the earliest of the following: (1i) by payment in immediately available funds; prior to a sale of all or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale substantially all of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission Company in a merger and/or acquisition transaction; (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xii) the number Expiration Date; or (iii) six (6) months following the termination of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price Agreement. Immediately after such date all unexercised Warrant Shares shall expire and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a wholeforfeited, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockterminate.

Appears in 1 contract

Samples: Brainstorm Cell Therapeutics Inc

Exercise. This Warrant may be exercised The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time time, or from time to time -------- from and after time, prior to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for expiration of the full number of shares of Common Stock called for herebyExercise Period, by surrendering it tendering to the Company at the its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Notice of Exercise and the payment of the Purchase Price in accordance with the subscription form duly executedterms set forth below, together with payment and in an amount equal no event later than five (5) days thereafter, the Company shall issue to (a) the Warrantholder a certificate for the number of shares of Common Stock called for on purchased and shall execute the face acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, multiplied (b) by the Purchase Priceif any. Payment of the The Purchase Price may be made paid at Holder's choosing either: the Warrantholder’s election either (1i) by payment in immediately available funds; cash or check, or (2ii) in lieu by surrender of any cash payment, if this Warrant is exercised on all or a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale portion of the Warrant for shares of Common Stock issuable upon exercise to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of this Warrant has not been declared effective by shares purchasable hereunder, as determined below (“Net Issuance”). If the Securities and Exchange Commission (Warrantholder elects the "COMMISSION")Net Issuance method, or is no longer the Company will issue shares of Common Stock in effect, in exchange for accordance with the ---------- following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock equal to be issued to the product of (x) Warrantholder. Y = the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock requested to be purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number issuance of such shares not purchased upon such exercise of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall be issued by mean with respect to each share of Common Stock: (A) if the Company to Holder without any charge therefor. A Warrant Common Stock is traded on a securities exchange, the fair market value shall be deemed to have been exercised immediately prior be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the close average of business the closing bid and asked price quoted on the NASDAQ system (or similar system) over the 2 Note: To be seven (7) years from the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockissuance.

Appears in 1 contract

Samples: Loan and Security Agreement (Tricida, Inc.)

Exercise. This Warrant may The Stock Option shall be exercised at any time or exercisable from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount increments equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal each instance to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value Exercisable Portion (as defined below). This Warrant may Each Exercisable Portion of the Option shall be exercisable by Investor’s delivery to the Company of a written notice (“Option Notice”), on the terms and conditions set forth in Section 2(b) below, within 120 days following a Triggering Event, but only if, with respect to the portion of the Stock Option so exercised, a Triggering Event (as defined below) shall have occurred. The term “Triggering Event” shall mean, with respect to a portion of the Stock Option, the time an employee of the Company or any permitted transferee who has been granted an Employee Stock Option as of the date hereof shall have exercised for less than all or any portion of the full Employee Stock Option held by such employee or transferee (any such exercise, an “Employee Exercise”). For each such Employee Exercise, the Investor shall have the right to exercise the Stock Option to purchase a number of shares such that, immediately after such Investor exercise, 51% of Common Stock at the time called for herebyContingent Shares issued with respect to such Employee Exercise shall be Option Shares and 49% of the Contingent Shares issued with respect to such Employee Exercise shall be Employee Shares. The number of shares so purchased by the Investor in each such exercise shall be the “Exercisable Portion”. In the event the Exercisable Portion would result in a fractional share, except that (i) initially the number of shares receivable upon constituting the exercise of this Warrant as a wholeExercisable Portion will be rounded up to the nearest whole number, and the sum payable (ii) upon the exercise of this Warrant as a wholesubsequent exercises, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of shares constituting the Exercisable Portion will be rounded up or down as necessary so that the aggregate number of Option Shares that have been issued shall always be equal, as nearly as practicable, to 51% of the total number of Contingent Shares that have been issued. The Company shall notify the Investor promptly (but in no event later than 3 days after such shares not purchased upon exercise) in writing of the occurrence of each Triggering Event, it being understood that the giving of such exercise shall be issued notice by the Company to Holder without any charge therefor. A Warrant shall not be deemed to have been exercised immediately prior a condition to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as right of the close of business on such date. Within two (2) business days after such date, Investor to exercise the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction Exercisable Portion of the then Fair Market Value on the date of exercise of one full share of Common StockStock Option.

Appears in 1 contract

Samples: Stock Option Agreement (eLong, Inc.)

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company’s office, at 000-X Xxxxx Xxxxxxx, XXX 000 Xxxxxxxxxxx, Xxxxx Xxxxxxxx Xxxxxx00000-6830, Xxxxx 0000Attention: Xxxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000Chief Financial Officer, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant multiplied (b) by the then Purchase Price. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two ten (210) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Telecomm Sales Network Inc

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after prior to its expiration pursuant to Section 2.4 hereof by the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number holder hereof by surrender of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000this Warrant, with the form of subscription form attached hereto duly executedexecuted by such holder, together with payment to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in an the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, multiplied (b) by in whole or in part, the Purchase Price. Payment of holder hereof may pay the Purchase aggregate Exercise Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of with respect to the shares of Common Stock issuable upon exercise of for which this Warrant has not been declared effective by the Securities and Exchange Commission is then being exercised (collectively, the "COMMISSIONEXERCISE SHARES"), ) by surrendering its rights to a number of Exercise Shares having a fair market value equal to or is no longer in effectgreater than the required aggregate Exercise Price, in exchange for which case the ---------- number of shares of Common Stock equal to the product of (x) holder hereof would receive the number of shares Exercise Shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may it would otherwise be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cashless the surrendered shares. For purposes of this Section 2.1, in lieu the fair market value of any fraction one share of a share, equal Common Stock shall be the average Closing Price during the ten Trading Days prior to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockthis Warrant.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Outsource International Inc)

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this Section at any time or from time to time -------- from prior to its expiration. In lieu of exercising this Warrant for cash, the Holder may elect to surrender a portion of this Warrant for conversion and after to receive shares of Common Stock equal to the Original Issuance Date value of this Warrant (or the portion being cancelled, surrendered and before 5:00 p.m.converted) by surrender of this Warrant to the Company together with notice of such election. Upon such event, Eastern Time, on August 8, 2011, on any business day, for the full Company shall issue to the Holder a number of shares of the Company's Common Stock called for hereby, computed by surrendering it at using the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to following formula: X = Y (aA - B) ---------- A Where: X = the number of shares of Common Stock called for on to be issued to the face of this Warrant, multiplied (b) by Holder; Y = the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is otherwise be purchased under this Warrant; A = the Fair Market Value of one share of the Common Stock; and B = the Exercise Price of the Warrant (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company adjusted to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockcalculation).

Appears in 1 contract

Samples: Dynagen Inc

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX 00000Illinois 60611, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxnt in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Patron Systems Inc

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Vesting Date and before 5:00 p.m.P.M., Eastern Time, on August 8, 2011, the Termination Date on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Value America Inc /Va

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day (as hereinafter defined), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the CompanyCompany (currently 101 Hangar Road, at 000 Xxxxx Xxxxxxxx XxxxxxWilkes Barre/Scranton International Airport, Xxxxx 0000Avoca, Xxxxxxx, XX Xxxxxxxxxxxx 00000, with ) xxxh the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of Common Stock.

Appears in 1 contract

Samples: Fbo Air, Inc.

Exercise. This Subject to compliance with all applicable securities laws, this Warrant may be exercised in whole or in part, at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011time, on any business dayday commencing on the earlier of (i) the closing (or first closing if multiple closings) of the Financing, (ii) August 31, 1997, or (iii) immediately prior to a Terminating Transaction under Section 12 (such date being herein referred to as "Commencement Date") and before the Expiration Date, for up to the full number Maximum Number of shares of Common Stock called for hereby, Purchasable Shares by surrendering it this Warrant at the principal office of the Company, Company at 000 Xxxxx Xxxxxxxx 457 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000Suite E, XxxxxxxSunnyvale, XX 00000California 94086, with the subscription form attached hereto duly executedexecuted by the Registered Holder, together with payment and payment, in cash and/or cancellation of bona fide indebtedness of the Company to the Registered Holder, of an amount equal to the product obtained by multiplying (ai) the number of shares of Common Warrant Stock called for on the face of this Warrant, multiplied (b) to be purchased by the Purchase Price. Payment of Registered Holder by (ii) the Purchase Warrant Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash paymentadjusted Warrant Price therefor, if this Warrant is exercised on a date when a Registration Statement (applicable, as defined determined in accordance with the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedterms hereof. Upon a partial exercise of this Warrant: (i) the Maximum Purchasable Number of Shares immediately prior to such partial exercise shall be reduced by the number of shares of Warrant in accordance with the terms hereofStock purchased upon such exercise of this Warrant, and (ii) this Warrant shall be surrendered, surrendered by the Registered Holder and replaced with a new Warrant of like tenor with respect to which the same tenor and for new Maximum Purchasable Number of Shares Amount is the purchase former Maximum Purchasable Number of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge thereforShares Amount as so reduced. A This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full whole shares of Common Warrant Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Appears in 1 contract

Samples: Brocade Communications Systems Inc

Exercise. This Warrant Except as otherwise provided in the Plan, a Stock Option may be exercised at any time in whole or from time in part by giving written notice thereof to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office Secretary of the CompanyBank, at 000 Xxxxx Xxxxxxxx Xxxxxxor his designee, Xxxxx 0000identifying the Stock Option being exercised, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on with respect thereto, and other information pertinent to the face of this Warrant, multiplied (b) by the Purchase Price. Payment exercise of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale Stock Option. The purchase price of the shares of Common Stock with respect to which a Stock Option is exercised shall be paid with the written notice of exercise, either in cash or in Common Stock, including Common Stock issuable upon hereunder, at its then current fair market value, or any combination of cash or Common Stock. Funds received by the Bank from the exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange any Stock Option shall be used for the ---------- its general corporate purposes. The number of shares of Common Stock equal subject to a Stock Option shall be reduced by the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at with respect to which the time called for herebyNonemployee Director has exercised rights under the related Stock Option Agreement. If the Bank or its shareholders execute an agreement to dispose of all or substantially all of the Bank's assets or capital stock by means of sale, except that the number of shares receivable upon the exercise of this Warrant merger, consolidation, reorganization, liquidation or otherwise, as a whole, and result of which the sum payable upon the exercise Bank's shareholders as of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant immediately before such transaction will not own at least fifty percent (50%) of the same tenor and for the purchase total combined voting power of all classes of voting capital stock of the number surviving entity (be it the Bank or otherwise) immediately after the consummation of such shares transaction, thereupon any and all outstanding Stock Options shall immediately become exercisable until the consummation of such transaction, or if not purchased upon such exercise shall be issued by consummated, until the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided aboveagreement therefor expires or is terminated, and the person entitled to receive the shares of Common in which case thereafter all Stock issuable upon such exercise Options shall be treated for all purposes as if the holder agreement never had been executed. If during any period of such shares of record as of the close of business on such date. Within two (2) business days after such dateconsecutive years, the Company individuals, who at the beginning of such period, constituted the Board, cease for any reason to constitute at least a majority of the Board (unless the election of each director of the Board, who was not a director of the Board at the beginning of such period, was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) thereupon any and all outstanding Stock Options shall issue and deliver immediately become exercisable. If there is an actual, attempted or threatened change in the ownership of at least twenty-five percent (25%) of any class of voting stock of the Bank through the acquisition of, or an offer to acquire, such percentage of the Bank's voting stock by any person or entity, or persons entitled to receive or entities acting in concert or as a group, and such acquisition or offer has not been duly approved by the same a certificate or certificates for the number of full shares of Common Board, thereupon any and all outstanding Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockOptions shall immediately become exercisable.

Appears in 1 contract

Samples: Stock Option Agreement (East Penn Financial Corp)

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day (as hereinafter defined), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Company (currently c/o Eaton & Vxx Xxxxxx, Xxxxx 0000LLP, Xxxxxxx3 Xxxx Xxxxxx, XX Xxx Xxxx, Xxx Xxxx 00000, ) with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of Common Stock.

Appears in 1 contract

Samples: College Oak Investments, Inc.

Exercise. This Warrant may be exercised at At any time during the 10-day period following receipt of an Unregistered Offering Notice, AOL may elect to purchase any or from time to time -------- from all of the AOL Unregistered Shares at the purchase price and after upon the Original Issuance Date other terms and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of conditions upon which shares of Common Stock called for hereby, are actually issued in the Unregistered Offering by surrendering it delivering a written notice to such effect to the Company. If (i) AOL elects to purchase AOL Unregistered Shares and after such election the price at the principal office which Unregistered Shares are issued is greater than 133% of the Companyprice specified in the Unregistered Offering Notice (or the last written notice delivered to AOL regarding such issuance of Unregistered Shares), then AOL shall be entitled to withdraw its election to purchase AOL Unregistered Shares or (ii) if AOL fails to elect to purchase AOL Unregistered Shares during such 10-day period and after such 10-day period the price at 000 Xxxxx Xxxxxxxx Xxxxxxwhich Unregistered Shares are issued is less than 67% of the price specified in the Unregistered Offering Notice (or the last written notice delivered to AOL regarding such issuance of Unregistered Shares), Xxxxx 0000then AOL shall be released from its obligations under Article VII of this Agreement for a period of sixty (60) days following the consummation of such Unregistered Offering (or, Xxxxxxxif later, XX 00000, with the subscription form duly executed, together with payment cessation of any restrictions under applicable Law or the rules of Nasdaq or any stock exchange on AOL's ability to purchase Common Stock) in an amount equal order to (a) allow AOL to purchase the number of shares of Common Stock called for on that it could have purchased in such Unregistered Offering. Except as provided in the face of this Warrantfollowing sentence, multiplied (b) by such purchase shall be consummated concurrently with the Purchase Price. Payment consummation of the Purchase Price Unregistered Offering. The closing of any purchase of AOL Unregistered Shares by AOL may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu extended beyond the closing of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined the transaction described in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Unregistered Offering Notice to the product of (x) the number of shares extent necessary to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price obtain required governmental approvals and other necessary approvals and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, Company and the sum payable upon the exercise of this Warrant as a whole, AOL shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of use their respective reasonable best efforts to obtain such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockapprovals.

Appears in 1 contract

Samples: Stockholders and Registration Rights Agreement (America Online Inc)

Exercise. (a) This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8May 12, 20112009, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx3001 Bee Caves Road, Xxxxx 0000Suite 250, XxxxxxxAustin, XX 00000Texas 78746, with the subscription form duly executedsubscripxxxx xxxx xxxx xxxxxxxx, together with payment in an xxxxxxxx xxxx xxxxxxx xx xn amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: either (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of through a cashless exercise. At any cash paymenttime during the Exercise Period, if the Holder may, at its option, exercise this Warrant is exercised on a date when cashless basis by exchanging this Warrant, in whole or in part (a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this "Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSIONExchange"), or is no longer in effect, in exchange for into the ---------- number of shares of Common Stock equal determined in accordance with this Section 1(a) by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to the product of (x) effect such exchange, the number of shares Warrant Shares to be exchanged and the date on which the Warrants are being exercised multiplied by Holder requests that such Warrant Exchange occur (y) a fractionthe "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the numerator date the Notice of which Exchange is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued received by the Company to Holder without any charge therefor(the "Exchange Date"). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender Certificates for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the holder of such shares of record as balance of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exerciseremaining subject to this Warrant, together shall be issued as of the Exchange Date and delivered to the Holder within three (3) days following the Exchange Date. In connection with cashany Warrant Exchange, in lieu this Warrant shall represent the right to subscribe for and acquire the number of any fraction of a share, Warrant Shares equal to such fraction (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the then Total Number and the existing Exercise Price by (B) the Fair Market Value on the date of exercise of one full share of Common Stock.Value. "

Appears in 1 contract

Samples: Securecare Technologies Inc

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 99 Erie Street, Cambridge, Massachusetts 02139 or such otxxx xxxxxxx xx xxx Xxxxxxx xxxxx xxxxxxxxx xx a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, or (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this Section at any time or from time to time -------- from prior to its expiration. In lieu of exercising this Warrant for cash, the Holder may elect to surrender a portion of this Warrant for conversion and after to receive shares of Common Stock equal to the Original Issuance Date value of this Warrant (or the portion being cancelled, surrendered and before 5:00 p.m.converted) by surrender of this Warrant to the Company together with notice of such election. Upon such event, Eastern Time, on August 8, 2011, on any business day, for the full Company shall issue to the Holder a number of shares of the Company's Common Stock called for hereby, computed by surrendering it at using the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to following formula: X = Y (aA - B) --------------- A Where: X = the number of shares of Common Stock called for on to be issued to the face of this Warrant, multiplied (b) by Holder; Y = the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is otherwise be purchased under this Warrant; A = the Fair Market Value of one share of the Common Stock; and B = the Exercise Price of the Warrant (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company adjusted to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockcalculation).

Appears in 1 contract

Samples: Stock Purchase Warrant (Dynagen Inc)

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