Exercise and Duration of Warrants Clause Example with 27 Variations from Business Contracts
This page contains Exercise and Duration of Warrants clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M., New York City time, on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and ...of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. 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 Exercise Notice is delivered to the Company. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any.View More
Variations of a "Exercise and Duration of Warrants" Clause from Business Contracts
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Initial Exercisable Date and through and including 5:30 P.M., New York City time, on the Expiration Date, subject Date. Subject to the conditions and restrictions contained in this Warrant. At 5:30 P.M., New York City time, on Section 11 hereof, at the Expiration Date, the portion of this Warrant n...ot exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, signed by the Holder, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). exercised. The date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is shall be referred to as an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. Date". The Holder shall not be required to physically surrender this deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the original 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 Exercise Notice is delivered to the Company. as soon as practicable thereafter. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. 3 5. Delivery of Warrant Shares. (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. "Trading Day" shall mean a date on which the Company's Common Stock trades on its principal trading market ("Trading Market"). The Holder, or any person and\or entity permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if any. available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. If as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws. (b) To the extent permitted by law, the Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person and\or entity or any action to enforce the same, or any set-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person and\or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person and\or entity, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder'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 certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Initial Exercisable Date and through and including 5:30 P.M., New York City time, on the Expiration Date, subject Date. Subject to the conditions and restrictions contained in this Warrant. At 5:30 P.M., New York City time, on Section 11 hereof, at the Expiration Date, the portion of this Warrant n...ot exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, signed by the Holder, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). exercised. The date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is shall be referred to as an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. Date". The Holder shall not be required to physically surrender this deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the original 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 Exercise Notice is delivered to the Company. as soon as practicable thereafter. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. 2 5. Delivery of Warrant Shares. (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. "Trading Day" shall mean a date on which the Company's Common Stock trades on its principal trading market ("Trading Market"). The Holder, or any person and\or entity permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if any. available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. If as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws. (b) To the extent permitted by law, the Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person and\or entity or any action to enforce the same, or any set-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person and\or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person and\or entity, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder'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 certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 4(b) of this Warrant at any time and from time to time on or after the Original Issue Trigger Date and through and including 5:30 P.M., P.M. New York City time, on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. Date. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall... be and become void and of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price in immediately available funds, by wire transfer or as otherwise directed by the Company, for the number of Warrant Shares as to which this Warrant is being exercised (which may take exercised, and the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at date such time pursuant to Section 10 below). The date on which the Exercise Notice is items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days The delivery by (or on which behalf of) the NASDAQ exchange is open for trading (a "Trading Day") following the delivery Holder of the Exercise Notice (the "Payment Deadline"), and the Holder applicable Exercise Price as provided above shall make payment with respect constitute the Holder's certification to the Exercise Price for Company that its representations and warranties set forth in Section 4 of the number of Warrant Shares Conversion Agreement are true and correct as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price Date as if remade in their entirety (or, in the case of any transferee Holder that is not paid. The Holder shall not be required a party to physically surrender this Warrant the Conversion Agreement, such transferee Holder's certification to the Company until the that such representations are true and correct as to such assignee Holder has purchased all as 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 Exercise Notice is delivered to the Company. Date). Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. 2 5. Delivery of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder, (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder's account at the Depository Trust Company ("DTC") or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if any. available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Trigger Date and through and including 5:30 P.M., P.M. New York City time, time on the Expiration Date, subject Date. Subject to the conditions and restrictions contained in this Warrant. At Section 11 hereof (unless intentionally omitted), at 5:30 P.M., New York City time, on the Expiration Date, ...the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, signed and (ii) payment of the Exercise Price in immediately available funds for the number of Warrant Shares as to which this Warrant is being exercised (which may take exercised, and the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at date such time pursuant to Section 10 below). The date on which the Exercise Notice is items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days The delivery by (or on which behalf of) the NASDAQ exchange is open for trading (a "Trading Day") following the delivery Holder of the Exercise Notice (the "Payment Deadline"), and the Holder applicable Exercise Price as provided above shall make payment with respect constitute the Holder's certification to the Exercise Price for Company that its representations contained in Section 3.2(b), (c) and (d) of the number of Warrant Shares Purchase Agreement are true and correct as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price Date as if remade in their entirety (or, in the case of any transferee Holder that is not paid. a party to the Purchase Agreement, such transferee Holder's certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date). The Holder shall not be required to physically surrender this deliver the original Warrant in order 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 Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, Shares. 2 (c) Notwithstanding anything to the contrary contained herein, but subject to Section 11 hereof (unless intentionally omitted), to the extent this Warrant is not previously exercised, it shall be deemed to have been automatically exercised pursuant to a "cashless exercise" as described in Section 10 hereof (even if any. not surrendered), as of immediately before its expiration on the Expiration Date if the then-Closing Sale Price exceeds the then-Exercise Price, unless the Holder notifies the Company in writing to the contrary prior to such automatic exercise. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Issuance Date and through and including 5:30 P.M., New York City time, 5:00 p.m. Minneapolis time on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. Date. At 5:30 P.M., New York City time, 5:00 p.m. Minneapolis time on the Expiration Date, the portion of t...his Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall terminate and be terminated cancelled on the Warrant Register and no longer outstanding. other applicable books and records of the Company. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, notice in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). exercised. The date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery The right of the Exercise Notice (the "Payment Deadline"), the Holder to exercise this Warrant and receive Warrant Shares pursuant hereto shall make payment with respect at all times be subject to the Exercise Price for availability of a valid exemption from the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment registration requirements of the Exercise Price is not paid. Securities Act, as determined by the Company in its reasonable discretion. The Holder shall not be required to physically surrender this deliver the original Warrant in order 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 Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. and the Company shall update the Warrant Register upon any partial exercise to reflect the number of Warrant Share purchasable hereunder. The Warrant Register of the Company shall be definitive and controlling for all purposes absent manifest error. Therefore, the Holder is hereby put on notice that the number of Warrant Shares contained on the face of this Warrant may not represent the actual number of Warrant Shares purchasable under this Warrant. (c) Cashless Exercise. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A = the total number of shares with respect to which this Warrant is then being exercised. B = the Weighted Average Price of the shares of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. 2 4. Delivery of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly (but in no event later than ten business days after the Exercise Date) issue or cause to be issued and cause to be delivered to (or upon the written order of) the Holder, in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. The certificate will contain appropriate restrictive legends unless a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is then effective or the Warrant Shares are otherwise freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Issuance Date and through and including 5:30 P.M., New York City time, 5:00 p.m. Minneapolis time on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. Date. At 5:30 P.M., New York City time, 5:00 p.m. Minneapolis time on the Expiration Date, the portion of t...his Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall terminate and be terminated cancelled on the Warrant Register and no longer outstanding. other applicable books and records of the Company. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, notice in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). exercised. The date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery The right of the Exercise Notice (the "Payment Deadline"), the Holder to exercise this Warrant and receive Warrant Shares pursuant hereto shall make payment with respect at all times be subject to the Exercise Price for availability of a valid exemption from the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment registration requirements of the Exercise Price is not paid. Securities Act, as determined by the Company in its reasonable discretion. The Holder shall not be required to physically surrender this deliver the original Warrant in order 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 Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. and the Company shall update the Warrant Register upon any partial exercise to reflect the number of Warrant Share purchasable hereunder. The Warrant Register of the Company shall be definitive and controlling for all purposes absent manifest error. Therefore, the Holder is hereby put on notice that the number of Warrant Shares contained on the face of this Warrant may not represent the actual number of Warrant Shares purchasable under this Warrant. (c) Cashless Exercise. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A =the total number of shares with respect to which this Warrant is then being exercised. B =the Weighted Average Price of the shares of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice. C =the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. 1 4. Delivery of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly (but in no event later than ten business days after the Exercise Date) issue or cause to be issued and cause to be delivered to (or upon the written order of) the Holder, in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. The certificate will contain appropriate restrictive legends unless a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is then effective or the Warrant Shares are otherwise freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 10 of this Warrant 4 at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M., New York City time, on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. Time. At 5:30 P.M., New York City time, on the Expiration Date, Time, the portion of this Warrant not exercised prior thereto shall be a...nd become void and of no value and this Warrant shall be terminated and shall no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take exercised. The Holder shall be required to deliver the form of a "cashless exercise" if so indicated original Warrant in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant order to Section 10 below). effect an exercise hereunder. The date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. 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 Exercise Notice is delivered to the Company. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, Shares. (c) Notwithstanding anything contained herein to the contrary, if any. at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, the Holder may, in its sole discretion, exercise this Warrant for all or any portion of the Warrant Shares for which no effective registration statement is available and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A=the total number of shares with respect to which this Warrant is then being exercised. 2 B=the average of the closing prices of the shares of Common Stock on the three (3) Trading Days immediately preceding the Exercise Date. C=the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which the Company was obligated to issue this Warrant. (d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30 5:00 P.M., New York City Tucson, Arizona time, on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. At 5:30 5:00 P.M., New York City Tucson, Arizona time, on the Expiration Date, the portion of this Warrant not exercised p...rior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). The date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days The delivery by (or on which behalf of) the NASDAQ exchange is open for trading (a "Trading Day") following the delivery Holder of the Exercise Notice (the "Payment Deadline"), and the Holder shall make payment with respect applicable Exercise Price, except to the Exercise Price for the number of Warrant Shares as to which extent this Warrant is being exercised; exercised by a "cashless" exercise pursuant to Section 10 hereto, as provided above shall constitute the Holder's certification to the Company that its representations contained in Section 3.2 of the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment Securities Purchase Agreement are true and correct as of the Exercise Price Date as if remade in their entirety (or, in the case of any transferee Holder that is not paid. a party to the Securities Purchase Agreement, such transferee Holder's certification to the Company that such representations are true and correct as to such transferee Holder as of the Exercise Date). 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 Exercise Notice is delivered to the Company. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. "Trading Day" means a day on which exchanges in the United States are open for the buying and selling of securities. 2 5. Delivery of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder's account at the Depository Trust Company ("DTC") or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date with respect thereto. If the Warrant Shares can be issued without restrictive legends, the Company shall, upon the written request of the Holder, use its commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 10 of this Warrant 4 at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M., New York City time, on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. Time. At 5:30 P.M., New York City time, on the Expiration Date, Time, the portion of this Warrant not exercised prior thereto shall be a...nd become void and of no value and this Warrant shall be terminated and shall no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take exercised. The Holder shall be required to deliver the form of a "cashless exercise" if so indicated original Warrant in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant order to Section 10 below). effect an exercise hereunder. The date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery of the Exercise Notice (the "Payment Deadline"), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. 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 Exercise Notice is delivered to the Company. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, Shares. (c) Notwithstanding anything contained herein to the contrary, if any. at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, the Holder may, in its sole discretion, exercise this Warrant for all or any portion of the Warrant Shares for which no effective registration statement is available and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the "Net Number" of Common Shares determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) – (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= the average of the closing prices of the Common Shares on the three (3) Trading Days immediately preceding the Exercise Date. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which the Company was obligated to issue this Warrant. (d) The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. View More
Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M., New York City time, 5:00 p.m. Minneapolis time on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. Date. At 5:30 P.M., New York City time, 5:00 p.m. Minneapolis time on the Expiration Date, the portion of this Warra...nt not exercised prior thereto shall be and become void and of no value and this Warrant shall terminate and be terminated cancelled on the Warrant Register and no longer outstanding. other applicable books and records of the Company. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, notice in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 below). exercised. The date on which the Exercise Notice is such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." Within two (2) days on which the NASDAQ exchange is open for trading (a "Trading Day") following the delivery The right of the Exercise Notice (the "Payment Deadline"), the Holder to exercise this Warrant and receive Warrant Shares pursuant hereto shall make payment with respect at all times be subject to the Exercise Price for availability of a valid exemption from the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company's obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment registration requirements of the Exercise Price is not paid. Securities Act, as determined by the Company in its reasonable discretion. The Holder shall not be required to physically surrender this deliver the original Warrant in order 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 Exercise Notice is delivered to the Company. effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. and the Company shall update the Warrant Register upon any partial exercise to reflect the number of Warrant Share purchasable hereunder. The Warrant Register of the Company shall be definitive and controlling for all purposes absent manifest error. Therefore, the Holder is hereby put on notice that the number of Warrant Shares contained on the face of this Warrant may not represent the actual number of Warrant Shares purchasable under this Warrant. View More
