MUST BE PROVIDED BELOW Sample Clauses

MUST BE PROVIDED BELOW. Ladies and Gentlemen: The undersigned hereby irrevocably subscribes for the number of shares of common stock indicated above at a purchase price of $____ per share of common stock, on the terms and conditions set forth in the prospectus, the receipt of which is hereby acknowledged, and in this subscription agreement. The undersigned will, upon request, execute and deliver to the subscription agent any additional documents deemed by the subscription agent to be necessary or desirable to complete the subscription. The undersigned represents and warrants that the undersigned was the stockholder of record of the shares of common stock to which the rights being exercised relate as of the close of business on ____________, 2001 and at all times from that date through and including the date of exercise. The rights offering is subject to a number of conditions, as described in the prospectus. Pending satisfaction of the conditions and expiration of the subscription period, subscription and related payments will be held in escrow. If the conditions are not satisfied on or before expiration of the subscription period, Omega will terminate the rights offering and any amounts held in escrow will be returned to you, without interest. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives and successors of the undersigned. The undersigned may not transfer or assign, including by gift, any rights under the rights offering or this subscription agreement. THE UNDERSIGNED ACKNOWLEDGES THAT THE EXERCISE OF RIGHTS IS IRREVOCABLE EVEN IF THE UNDERSIGNED LATER LEARNS INFORMATION ABOUT OMEGA THE UNDERSIGNED CONSIDERS TO BE UNFAVORABLE OR THE UNDERSIGNED DOES NOT LIKE THE TERMS ON WHICH THE CLOSING CONDITIONS TO THE RIGHTS OFFERING HAVE BEEN SATISFIED. Unless otherwise indicated below under "Special Issuance Instructions" or "Special Delivery Instructions," please issue a share certificate evidencing the number of shares of common stock subscribed for in the name(s) of the undersigned and mail the share certificate to the address indicated in the table above. If "Special Issuance Instructions" or "Special Delivery Instructions" is completed, please issue the share certificate and/or mail the share certificate to the person(s) so indicated. The undersigned recognizes that, under certain c...
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MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Noteholders who wish to tender their Notes pursuant to the Offer and whose certificates representing such Notes are in their possession but are not immediately available, or who will be unable to submit all required documents to the Depositary on or before the Expiration Date or who cannot complete the procedures for book entry transfer on a timely basis may tender their Notes according to the guaranteed delivery procedures set forth in the Offer to Exchange under "Procedures for Tendering Notes--Guaranteed Delivery Procedures." See Instruction 1. [_] CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH. [_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK ENTRY TRANSFER FACILITY, AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK ENTRY TRANSFER FACILITY SYSTEM MAY DELIVER NOTES BY BOOK ENTRY TRANSFER): Name of Tendering Institution: -------------------------------------------------- Book Entry Transfer Facility: -------------------------------------------------- Account Number: ---------------------------------------------------------------- Transaction Code Number:-------------------------------------------------------- |_| CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): ------------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: ----------------------------- - 4 - Name of Institution which Guaranteed Delivery: ---------------------------------- Account Number if delivered by book entry transfer: ----------------------------- [_] CHECK HERE IF NOTES HAVE BEEN PREVIOUSLY DELIVERED PURSUANT TO AN EXCHANGE AGREEMENT AND LETTER OF TRANSMITTAL. -------------------------------------------------------------------------------- BOX ONE -------------------------------------------------------------------------------- LIST BELOW THE NOTES TO WHICH THIS EXCHANGE AGREEMENT AND LETTER OF TRANSMITTAL RELATES. IF THE SPACE PROVIDED BELOW IS INADEQUATE, THE CERTIFICATE NUMBERS AND PRINCIPAL AMOUNTS SHOULD BE LISTED ON A SEPARATE SIGNED SCHEDULE AFFIXED HERETO.
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Related to MUST BE PROVIDED BELOW

  • When De Minimis Adjustment May Be Deferred No adjustment in the Exercise Price need be made unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 5 shall be made to the nearest 1/100th of a share.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • Compensation for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise In addition to any other rights available to the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSs that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant ADSs for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof.

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Company’s Failure to Timely Deliver Securities If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s share register, the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s share register and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Warrant Shares, or a sale of a number of Warrant Shares equal to all or any portion of the number of Warrant Shares, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions and other reasonable out-of-pocket expenses, if any) for the Warrant Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii).

  • Floor Price BNYMCM shall not sell Common Shares below the Floor Price during any Selling Period, as such Floor Price may be adjusted by the Company at any time during any Selling Period upon notice to BNYMCM and confirmation to the Company.

  • Default Not Exceeding 10% of Firm Units or Option Units If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Payment of Option Price The purchase price of Common Stock upon exercise of this Option shall be paid in full to the Corporation at the time of the exercise of the Option in cash or by the surrender to the Corporation of shares of previously acquired Common Stock which shall have been held by the Participant for at least six (6) months and which shall be valued at Fair Market Value on the date the Option is exercised, or by a combination of cash and such Common Stock.

  • Representative’s Warrant On the Closing date, the Company shall have delivered to the Representative an executed copy of the Representative’s Warrant.

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