Exercise of the Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Exercise of the Warrant. Subject to the terms and conditions herein set forth, Rip Xxxxxxxx xxx Associates, Inc. (the "PURCHASER"), or a permitted holder hereof, shall be entitled to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), at any time and from time to time after the date hereof but on or before the earlier to occur of (A) the date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part of this Warrant on or before the closing of such Acquisition, which requirement shall be set forth in a writing signed by the acquiror and delivered to the holder hereof, or (C) the date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERING") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock of the Company (the "SHARES") upon surrender hereof at the principal office of the Company, and upon payment of the purchase price for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof and the Warrant Price (as defined below), at said office in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days prior to the effective date thereof.
Exercise of the Warrant. The Holder may exercise the Warrant, from time to time and at any time, beginning on the first anniversary of this Agreement. The grant of the Warrant shall not confer upon the Holder any right to be employed by the Company nor limit in any way the right of the Company to terminate the employment of the Holder at any time.
Exercise of the Warrant. Except as otherwise provided in this Agreement, the Warrant is exercisable only by the Holder or its legal representatives; provided that the Company shall not recognize nor be required to transfer record ownership of any shares to any person if such transfer would cause the termination of the Company's S Corp. election (if then in effect).
Exercise of the Warrant. Subject to Section 2.3, this Warrant may be exercised in full or in part by the Holder hereof by surrender of this Warrant (in original), with the form of subscription attached hereto as Exhibit A duly executed by such Holder, to the Company at its principal office, accompanied by payment of the aggregate Exercise Price (as determined in accordance with this Section 2.1) for the number of Warrant Shares in respect of which this Warrant is then exercised as designated by Holder in the subscription. The aggregate Exercise Price shall be an amount equal to the product obtained by multiplying (a) the number of Warrant Shares in respect of which this Warrant is being exercised by (b) the Exercise Price (as the same may be adjusted pursuant to Section 6 of this Warrant). Payment of the aggregate Exercise Price shall be made wire transfer of funds or by certified or official bank check payable to the order of the Company in the amount of such aggregate Exercise Price. The Exercise Price will be considered to have been paid only upon clearance of the wire transfer or check. The stock certificate, or if shares of Common Stock are uncertificated, stock ledger, book-entry statement or other equivalent document produced by the Company, or if appointed, the transfer agent for the Common Stock (the “Transfer Agent”), will be issued and delivered as soon as practicable after the conditions set forth in this Section 2.1 have been satisfied.
Exercise of the Warrant. This Warrant may be exercised in full or in part by the Holder hereof by surrender of this Warrant, with the form of subscription attached hereto as Exhibit A duly executed by such Holder, to the Company at its principal office, accompanied by payment of the aggregate Exercise Price (as determined in accordance with this Section 2.1) for the number of Warrant Shares in respect of which such Warrant is then exercised as designated by Holder in the subscription. The aggregate Exercise Price shall be an amount equal to the product obtained by multiplying (a) the number of Warrant Shares to be purchased by the Holder by (b) the Exercise Price (as the same may be adjusted pursuant to Section 6 of this Agreement). Payment of the aggregate Exercise Price shall be made wire transfer of funds or by certified or official bank check payable to the order of the Company in the amount of such aggregate Exercise Price. The Exercise Price will be considered to have been paid only upon clearance of the wire transfer or check. A stock certificate representing the Warrant Shares subscribed for will be issued and delivered as soon as practicable after the conditions set forth in this Section 2.1 have been satisfied.
Exercise of the Warrant. The Warrant may be exercised upon surrender to the Company, at its principal office, of the Warrant, together with the Subscription Form completed and signed, and upon payment to the Company of the Exercise Price (as defined in and determined in accordance with the provisions of Sections 2(e), (f) and 6 hereof) for the number of Warrant Shares in respect of which such Warrant is then being exercised (such surrender of Warrant, delivery of the Subscription Form and payment of the Exercise Price hereinafter called the “Exercise of the Warrant”). Upon partial exercise, a new Warrant for the unexercised Warrant Shares shall be delivered by the Company to Holder within five (5) Business Days. Subject to Section 2(f), payment of the Exercise Price shall be by delivery of cash, or a certified or official bank check in the amount of such Exercise Price. Subject to Section 3 hereof, upon such surrender of a Warrant and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered within five (5) Business Days to Holder or, upon the written order of the Holder, in such name or names as Holder may designate, a certificate or certificates for the number of Warrant
Exercise of the Warrant. (a) The Holder will not exercise this Warrant unless it has obtained all required approvals, if any, of appropriate regulatory authorities having jurisdiction, including the Federal Reserve Board, pursuant to all applicable laws and regulations. Further, subject to the terms and conditions set forth in this Warrant and in the Warrant Purchase Agreement and the provisions of applicable law, the Holder will not exercise this Warrant without the written consent of First Michigan except upon the occurrence of any of the following events (a "Triggering Event"):
Exercise of the Warrant. In case the Holder of this Warrant shall desire to exercise this Warrant in whole or in part, the Holder shall surrender this Warrant, with the form of exercise notice on the last page hereof duly executed by the Holder, to the Company, accompanied by payment of the Exercise Price per Warrant.
Exercise of the Warrant. On the date hereof, the Holder hereby exercises the Warrant for [ ] shares of Common Stock (the “Exercise”) contemporaneously with the execution of this Agreement. In connection with the Exercise and concurrently with the execution and delivery of this Agreement, Holder shall deliver an executed copy of the Exercise Notice attached hereto as Exhibit A indicating a Cash Exercise of the Warrant.
