Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city time on the tenth anniversary thereof (the "Expiration Date"), to exercise each Warrant and 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 of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to 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.
Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which may be exercised commencing at the opening of business on August 25, 1998 and until 5:00 p.m., Pacific time on August 24, 2008 to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant 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, the Warrant 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 Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or...
Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Central Standard Time, on 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 exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Subject to the provisions of the following paragraph of this Section 6, each Warrant not exercised prior to 4:00 p.m., Central Standard 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. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Central Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares determined from the application of the following formula: exercise price divided by current market price multiplied by the total number of warrant shares available. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with ...
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, including Section 3.06(c), a Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part during the period commencing 9:00 a.m., New York City time, on October 3, 2020 and until 5:00 p.m., New York City time, on October 2, 2025 (the “Expiration Time”), and shall entitle the Holder thereof to receive Warrant Shares from the Company. No adjustments as to dividends will be made upon exercise of the Warrants. Each Warrant not exercised prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.
Terms of Warrants; Exercise of Warrants. Subject to --------------------------------------- the terms of this Agreement, the Warrant Holders shall have the right, which may be exercised commencing on or after the Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on July 7, 2003 (the six month anniversary of the Exercisability Date) (the "Expiration Date"), to receive from --------------- the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 29,720,177 Warrant Shares (in the aggregate) (with each Warrant being exercise able for 0.416667 Warrant Shares) in the event the Adjustment Event has not occurred prior to such time or (b) 17,832,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.250000 Warrant Shares) in the event the Adjustment Event has occurred prior to such time. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of the Expiration Date. If applicable, dividends and other distributions will be made upon exercise of the Warrants as set forth in Section 14 hereof.
Terms of Warrants; Exercise of Warrants. (a) Each Warrant will be exercisable at any time and from time to time beginning on the Effective Date and ending on 5:00 p.m., Eastern time, on the Expiration Date. After 5:00 p.m., Eastern time, on the Expiration Date, the Warrants will become void and of no value and all rights of the holder under the Warrant Certificate evidencing such Warrant and under this Warrant Agent Agreement will cease. On the Effective Date, each record holder of Old Common Stock as of the close of business on the Distribution Record Date will receive one Warrant for each share of Old Common Stock then held. Subject to the provisions of this Warrant Agent Agreement and applicable law, each Warrant issued on the Effective Date will entitle the Original Holder thereof to purchase from the Company (and the Company will issue and sell to such Original Holder) one-tenth (1/10th) of a fully paid and nonassessable share of New Common Stock. The Warrants will entitle the Holder thereof to purchase at the Exercise Price one Common Share for each ten (10)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d)), each Warrant holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and 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 Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, a Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part during the period commencing at the earlier of (i) any Change of Control (as defined in the Certificate of Designation) or the commencement of proceedings for the voluntary or involuntary dissolution, liquidation or winding up of the Company and (ii) opening of business on November 29, 2019 and until 5:00 p.m., New York City time, on November 29, 2028 (the “Expiration Time”), and shall entitle the Holder thereof to receive Warrant Shares from the Company. No adjustments as to dividends will be made upon exercise of the Warrants. Each Warrant not exercised prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. The Company shall notify the Warrant Agent in writing upon the occurrence of either of the events described in this Section 4.01(a)(i), and until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that neither of the events described in this Section 4.01(a)(i) has occurred.
Terms of Warrants; Exercise of Warrants. 10 SECTION 9.
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period commencing on the date of original issuance of the Global Warrant Certificates pursuant to the terms of this Warrant Agreement and ending at 5:00 p.m. New York City time, on the tenth anniversary of the Plan Effective Date (the “Expiration Date”), to properly exercise each Warrant and receive from the Company the number of Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares.
