Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) to receive from the Company, that number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the exercise of such Warrants, less that number of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercis...
Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing on the date of issuance of the Warrants and until 5:00 p.m., Eastern Time, on the Maturity Date of the Notes (such date being referred to in this Agreement as the “Expiration Date”), to receive from the Company the number of fully paid and nonassessable Warrant Shares (and such other consideration) that the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., Eastern Time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein.
Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing on the date of issuance of the Warrants and until 5:00 p.m., Eastern time, on December 16, 2026 (the “Expiration Date”), to receive from QES the number of fully paid and nonassessable Warrant Shares (and such other consideration) that the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., Eastern time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein.
Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time prior to 5:00 p.m. (EST) on August 31, 2008, to receive from the Company the number of fully paid and nonassessable Warrant Shares and any other capital stock of the Company issuable upon exercise of the Warrant as provided for in Section 10(a) ("Additional Warrant Shares") which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as hereinafter defined) then in effect for such Warrant Shares (if such exercise is not a Cash-Less Exercise (as hereinafter defined). Each Warrant not exercised prior to 5:00 p.m. (EST) on August 31, 2008 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.
Warrants; Exercise of Warrants. Subject to the terms of this Warrant, the holder of this Warrants shall have the right, which may be exercised at any time prior to the Expiration Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on such exercise and payment of the Exercise Price then in effect for such Warrant Shares. No adjustments as to dividends will be made upon exercise of the Warrants. This Warrant may be exercised upon surrender hereof to the Company at its office designated for such purpose (the address of which is set forth in Section 8) with the form of election to purchase attached hereto duly filled in and signed, upon payment to the Company of the Exercise Price per Warrant Share, for the number of Warrant Shares in respect of which this Warrant is then exercised. Payment of the aggregate Exercise Price shall be made (a) in cash or by certified or bank cashier's check payable to the order of the Company, or (b) by delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased. In the alternative, this Warrant may be exercised on a net basis, such that, without the exchange of any funds, the holder of this Warrant receives that number of
Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder will have the right, which may be exercised commencing on the date on which the form of election to purchase annexed to the Warrant Certificate (the "Exercise Notice") is delivered pursuant to Section 5(c), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive upon exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. The right to exercise any Warrant will, notwithstanding anything to the contrary contained herein, expire at 5:00 p.m., New York time, on the fifth anniversary of the date hereof (the "Expiration Date"). Each Warrant not exercised prior to the Expiration Date will become void and all rights thereunder and all rights in respect thereof under this Agreement will cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein.
Warrants; Exercise of Warrants. The Warrants shall vest and become exercisable (at an initial exercise price per Warrant Share equal to $1.83), and Warrant Certificates shall be issued only, in increments as follows:
Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time commencing on the date hereof until 5:00 p.m., New York City time, on November 26, 2007 (the "Exercise Period") to receive from the Company the number of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Holder receives that number of Warrant Shares (and such other consideration) otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate Current Market Value (as defined in Section 9) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares. Each Warrant not exercised during the Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. The price at which each Warrant shall be exercisable (the "Exercise Price") shall initially be $2.25 per share, subject to adjustment pursuant to the terms hereof.
Warrants; Exercise of Warrants. Subject to the conditions ------------------------------ set forth in Section 6 below and the other terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the Exercise Period (as defined below) to receive from the Company the number of fully paid and nonassessable Warrant Shares (and such other consideration) as the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Holder receives that number of Warrant Shares (and such other consideration) otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate Current Market Value (as defined in Section 11, but based on the average Market Price for the Common Stock for the twenty trading days ending on the day immediately preceding the date on which the notice of exercise is delivered to the Company) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares. Each Warrant not exercised during the Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein. The Warrants shall be exercisable during a period (the "Exercise Period") which shall commence upon the Exercise Date (as defined below) and expire, at 5:00 p.m., Los Angeles time, on the first anniversary of the commencement of such Exercise Period.
Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, at any time after the earlier to occur of (1) the 75th day after termination of the Agreement and Plan of Reorganization and Merger dated as of the date hereof by and among ValueVision, the Company and V-L Xxxdings Corp. (the "Merger Agreement") and (2) a default under the $10.0 million Demand Promissory Note between ValueVision and the Company dated as of the date hereof (the "Demand Note"), each holder of the Warrants shall have the right, which may be exercised commencing at the opening of business on the foregoing date and until the earlier of (i) 5:00 p.m., New York City time, on January 5, 2003 and (ii) the occurrence of a Termination Event (as defined below) (the "Exercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment to the Company of the Exercise Price (as defined below) then in effect for such Warrant Shares. Each Warrant not exercised prior to the earlier of (i) 5:00 p.m., New York City time, on January 5, 2003 and (ii) the occurrence of a Termination Event, shall become null and void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.
