Procedure for Exercise of Warrants. The Warrants may be ---------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after (a) 6 months of the date hereof, (b) eleven (11) business days following the commencement of a tender offer (as provided in Rule 14d-2 of the Exchange Act (as defined below)) with respect to the Common Stock pursuant to Regulation 14D promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless the Company has published, sent or given to securityholders pursuant to Rule 14e-2(a) under the Exchange Act a statement that the Company recommends rejection of such tender offer (a "Rejection Recommendation"), (c) after a Rejection Recommendation, if and upon the public announcement by the Company, a filing by the Company with the Securities and Exchange Commission, or the sending by the Company to securityholders of a statement pursuant to Rule 14e-2(b) under the Exchange Act, in each case, which changes the Company's position with respect to such tender offer to a recommendation of acceptance of such tender offer or an expression of no opinion with respect to such tender offer, (d) immediately prior to consummation by the Company of any consolidation or merger with any entity (other than a wholly-owned subsidiary of the Company) other than a consolidation or merger as a result of which each of the stockholders of the Company owns, immediately after consummation of such consolidation or merger, directly or indirectly, at least 70% of the percentage of the fully diluted capital stock of the Company or the surviving entity of such consolidation or merger which such stockholder owned immediately prior to the consummation of such consolidation or merger, calculated without giving effect to the issuance as part of such consolidation or merger of up to 375,000 shares of Common Stock upon exercise of the Warrants, or (e) the consummation by the Company of any sale, transfer or other disposition of all or substantially all of its property, assets or business, other than to a wholly-owned subsidiary of the Company. The Warrants shall expire at 5:00 p.m., New York City time, on September 30, 2002 (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased or (ii) delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase some or all of the Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate (hereinafter, a "Net Cashless Exercise").
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Procedure for Exercise of Warrants. The Warrants may be ---------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after (a) after 6 months of the date hereofof their issuance, (b) after eleven (11) business days following the commencement of a tender offer (as provided in Rule 14d-2 of the Exchange Act (as defined below)) with respect to the Common Stock pursuant to Regulation 14D promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless the Company has published, sent or given to securityholders pursuant to Rule 14e-2(a) under the Exchange Act a statement that the Company recommends rejection of such tender offer (a "Rejection Recommendation"), (c) after a Rejection Recommendation, if and upon the public announcement by the Company, a filing by the Company with the Securities and Exchange Commission, or the sending by the Company to securityholders of a statement pursuant to Rule 14e-2(b) under the Exchange Act, in each case, which changes the Company's position with respect to such tender offer to a recommendation of acceptance of such tender offer or an expression of no opinion with respect to such tender offer, (d) immediately prior to consummation by the Company of any consolidation or merger with any entity (other than a wholly-owned subsidiary of the Company) other than a consolidation or merger as a result of which each of the stockholders of the Company owns, immediately after consummation of such consolidation or merger, directly or indirectly, at least 70% of the percentage of the fully diluted capital stock of the Company or the surviving entity of such consolidation or merger which such stockholder owned immediately prior to the consummation of such consolidation or merger, calculated without giving effect to the issuance as part of such consolidation or merger of up to 375,000 625,000 shares of Common Stock upon exercise of the Warrants, or (e) after the consummation by the Company of any sale, transfer or other disposition of all or substantially all of its property, assets or business, other than to a wholly-owned subsidiary of the Company. The Warrants shall expire at 5:00 p.m., New York City time, on September 30, 2002 five years from the date of their issuance (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased or (ii) delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase some or all of the Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate (hereinafter, a "Net Cashless Exercise").
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Procedure for Exercise of Warrants. The Warrants may be ---------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after (a) 6 months the first anniversary of the date hereof, (b) eleven (11) business days following the commencement of a tender offer (as provided in Rule 14d-2 of the Exchange Act (as defined below)) with respect to the Common Stock pursuant to Regulation 14D promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless the Company has published, sent or given to securityholders pursuant to Rule 14e-2(a) under the Exchange Act a statement that the Company recommends rejection of such tender offer (a "Rejection Recommendation"), (c) after a Rejection Recommendation, if and upon the public announcement by the Company, a filing by the Company with the Securities and Exchange Commission, or the sending by the Company to securityholders of a statement pursuant to Rule 14e-2(b) under the Exchange Act, in each case, which changes the Company's position with respect to such tender offer to a recommendation of acceptance of such tender offer or an expression of no opinion with respect to such tender offer, (d) immediately prior to consummation by the Company of any consolidation or merger with any entity (other than a wholly-owned subsidiary of the Company) other than a consolidation or merger as a result of which each of the stockholders of the Company owns, immediately after consummation of such consolidation or merger, directly or indirectly, at least 7067% of the percentage of the fully diluted capital stock of the Company or the surviving entity of such consolidation or merger which such stockholder owned immediately prior to the consummation of such consolidation or merger, calculated without giving effect to the issuance as part of such consolidation or merger of up to 375,000 330,000 shares of Common Stock upon exercise of the Warrants, or (e) the consummation by the Company of any sale, transfer or other disposition of all or substantially all of its property, assets or business, other than to a wholly-owned subsidiary of the CompanyCompany in respect of which the Company owns or controls, directly or indirectly, 67% or more of the outstanding voting stock. The Warrants shall expire at 5:00 p.m., New York City time, time on September 30August 28, 2002 (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased or (ii) delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase some or all of the Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate (hereinafter, a "Net Cashless Exercise").
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