Method of Exercise Clause Example with 34 Variations from Business Contracts
This page contains Method of Exercise 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.
Method of Exercise. (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company of an... amount equal to the aggregate Exercise Price for the number of Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares described in this Warrant minus the number of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing.View More
Variations of a "Method of Exercise" Clause from Business Contracts
Method of Exercise. (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: hereby in either of the methods described below. (a) In a cash exercise: (i) the surrender of the Warrant, Warrant (or an affidavit of lost warrant certificate), together with a duly executed copy notice of the Notice of Exercise attached hereto, exercise to the Secretary of th...e Company at its principal office (or at such other place as the Company shall notify the Holder in writing); offices; and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. (b) Each exercise In lieu of exercising this Warrant for cash, the holder of the Warrant may elect to receive shares equal to the value of this Warrant shall be deemed to have been effected immediately prior to (or the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented portion thereof being exercised) by such certificate. (c) As soon as practicable after the exercise surrender of this Warrant in whole or in part, at the principal office of the Company at its expense will cause together with notice of such election (a "Net Exercise"). The Company shall issue to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder a number of any applicable transfer taxes) may direct: (i) a certificate or certificates for Shares computed using the following formula: X= Y * (A - B) / A Where X = The number of Shares to which such Holder shall be entitled, and (ii) in case such exercise issued to the Holder. Y = The number of Shares purchasable under this Warrant or, if only a portion of the Warrant is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for being exercised, the number of the Shares equal being exercised (at the date of such calculation). A = The fair market value of one (1) Share (at the date of such calculation). B = The Exercise Price (as adjusted to the number date of such calculations). For purposes of this Section, the fair market value of a Share shall mean the average of the closing bid and asked prices of Shares described quoted in this Warrant minus the number over-the-counter market in which the Shares are traded or the closing price quoted on any exchange on which the Shares are listed, whichever is applicable, as published in the Western Edition of such Shares purchased by The Wall Street Journal for the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant ten (10) trading days prior to the closing date of determination of fair market value (or such shorter period of time during which such stock was traded over-the-counter or on such exchange). If the Shares are not traded on the over-the-counter market or on an exchange, the fair market value shall be the price per Share that the Company could obtain from a Corporate Transaction or an Initial Public Offering, this Warrant willing buyer for Shares sold by the Company from authorized but unissued Shares, as such price shall automatically be deemed to be exercised determined in full in good faith by the manner set forth in Section 4, without any further action on behalf Company's Board of the Holder immediately prior to such closing. Directors. View More
Method of Exercise. (a) While The rights represented by this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, be exercised in whole or in part, part at any time during the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender Exercise Period, by delivery of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, following to the Secretary of the Company at its principal office address set for...th in the Purchase Agreement (or at such other place address as the Company shall notify the Holder it may designate by notice in writing); and (ii) the payment writing to the Company Holder): (i) An executed Notice of an amount equal to Exercise in the aggregate Exercise Price for the number of Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company form attached hereto as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record Exhibit A; (ii) Payment of the Shares represented Warrant Price either (i) in cash or by such certificate. (c) As soon as practicable after check or (ii) by cancellation of indebtedness or (iii) by any combination thereof; and (iii) This Warrant. Upon the exercise of the rights represented by this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) Warrant, a certificate or certificates for the Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder promptly after the rights represented by this Warrant shall have been so exercised. (b) Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of Shares computed using the following formula: X = Y (A-B) A Where: X = the number of Shares to which such be issued to the Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for Y = the number of Shares equal purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share, the value as determined by the Company's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 3(b) in connection with the Company's initial public offering of its Common Stock, the Fair Market Value of one Share shall be the product of (i) the per share offering price to the public of the Company's initial public offering, and (ii) the number of such Shares described in this Warrant minus shares of Common Stock into which each Share is convertible at the number time of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing. exercise. View More
Method of Exercise. (a) While The rights represented by this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, be exercised in whole or in part, part at any time during the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender Exercise Period, by delivery of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, following to the Secretary of the Company at its principal office address set for...th in the Purchase Agreement (or at such other place address as it may designate by notice in writing to the Company shall notify Holder): (i) An executed Notice of Exercise in the form attached hereto as Exhibit A; (ii) Payment of the Warrant Price either (i) in cash or by check or (ii) by cancellation of indebtedness or (iii) by any combination thereof; and (iii) This Warrant. Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Shares so purchased, registered in the name of the Holder in writing); or persons affiliated with the Holder, if the Holder so designates, shall be issued and (ii) the payment delivered to the Company of an amount equal Holder promptly after the rights represented by this Warrant shall have been so exercised. The person in whose name any certificate or certificates for Shares are to the aggregate Exercise Price for the number of Shares being purchased. (b) Each be issued upon exercise of this Warrant shall be deemed to have been effected immediately prior to become the close holder of business record of such Shares on the day date on which this Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is surrendered to a date when the stock transfer books of the Company as provided in Section 3(a) above. At are closed, such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record such Shares at the close of business on the next succeeding date on which the stock transfer books are open. (b) Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares represented by such certificate. (c) As soon as practicable after equal to the exercise value (as determined below) of this Warrant in whole or in part, (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company at its expense will cause together with the properly endorsed Notice of Exercise, in which event the Company shall issue to be issued in the name of, and delivered to, Holder a number of Shares computed using the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for following formula: X = Y (A-B) A Where: X = the number of Shares to which such be issued to the Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for Y = the number of Shares equal purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) 2. For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share, the value as determined by the Company's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2(b) in connection with the Company's initial public offering of its Common Stock, the Fair Market Value of one Share shall be the product of (i) the per share offering price to the public of the Company's initial public offering, and (ii) the number of such Shares described in this Warrant minus shares of Common Stock into which each Share is convertible at the number time of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing. exercise. View More
Method of Exercise. (a) While The rights represented by this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, be exercised in whole or in part, part at any time during the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender Exercise Period, by delivery of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, following to the Secretary of the Company at its principal office address set for...th in the Purchase Agreement (or at such other place address as it may designate by notice in writing to the Holder): (i) An executed Notice of Exercise in the form attached hereto as Exhibit A; (ii) Payment of the Warrant Price (i) in cash or by check, (ii) by cancellation of indebtedness, (iii) by net exercise pursuant to Section 2(b) or (iv) by any combination thereof; and (iii) This Warrant. As soon as practicable but not later than two (2) business days after the Company shall notify have received such Notice of Exercise and payment, the Company shall execute and deliver or cause to be executed and delivered, (i) in accordance with such Notice of Exercise, a certificate or certificates for the Shares so purchased, registered in the name of the Holder in writing); or persons affiliated with the Holder, if the Holder so designates, promptly after the rights represented by this Warrant shall have been so exercised and (ii) in case such exercise is for less than all of the payment to the Company Shares purchasable under this Warrant, a new Warrant or Warrants of an amount equal to the aggregate Exercise Price like tenor, for the number balance of the Shares being purchased. (b) Each purchasable hereunder. The person in whose name any certificate or certificates for Shares are to be issued upon exercise of this Warrant shall be deemed to have been effected immediately prior to become the close holder of business record of such Shares on the day date on which this Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is surrendered to a date when the stock transfer books of the Company as provided in Section 3(a) above. At are closed, such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record such Shares at the close of business on the next succeeding date on which the stock transfer books are open. 2 (b) Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares represented by such certificate. (c) As soon as practicable after equal to the exercise value (as determined below) of this Warrant in whole or in part, (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company at its expense will cause together with the properly endorsed Notice of Exercise, in which event the Company shall issue to be issued in the name of, and delivered to, Holder a number of Shares computed using the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for following formula: X = Y (A-B) A Where: X = the number of Shares to which such be issued to the Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for Y = the number of Shares equal purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the number date of such Shares described calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share, the value as determined by the Company's Board of Directors (the "Board") (including, for the avoidance of doubt, the Series E Representative (as defined in the Company's Amended and Restated Certificate of Incorporation)) in good faith; provided, however, that in the event that this Warrant minus is exercised pursuant to this Section 2(b) in connection with the number Company's initial public offering of its Common Stock, the Fair Market Value of one Share shall be the per share offering price to the public of the Company's initial public offering. (c) Expenses. The Company shall pay all expenses payable in connection with the preparation, issuance and delivery of certificates for the Shares and any new Warrants. If the certificates for the Shares or the new Warrants are to be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such Shares purchased transfer shall be paid by the Holder at the time of its delivery of the Notice of Exercise or promptly upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing receipt of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in written request by the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing. Company for payment. View More
Method of Exercise. (a) While Subject to compliance with the terms and conditions of this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder applicable securities laws, this Warrant may exercise, be exercised, in whole or in part, part at any time or from time to time, on or before the purchase rights evidenced hereby. Such exercise shall be effected by: (i) Expiration Date by the surrender delivery (including, without limitation, delivery by facsimile) of the Warrant, togeth...er with a duly executed copy form of the Notice of Exercise attached hereto, to hereto as Exhibit A (the "Notice of Exercise"), duly executed by the Secretary Holder, at the principal office of the Company, and as soon as practicable after such date, surrendering: (i) this Warrant at the principal office of the Company, and (ii) payment, (i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company Holder; or (iii) by a combination of (i) and (ii), of an amount equal to the aggregate Exercise Price for product obtained by multiplying the number of Shares shares of Common Stock being purchased. purchased upon such exercise by the then effective Exercise Price (the "Exercise Amount"). (b) Net Issue Exercise. In lieu of the payment methods set forth in Section 2(a)(ii) above, the Holder may elect to exchange all or some of this Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant as provided in this Section 2(b), Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of Holder's election to exchange some or all of the Warrant, and the Company shall issue to Holder the number of shares of the Common Stock computed using the following formula: X = Y (A-B) A Where: X = the number of shares of Common Stock to be issued to Holder. Y = the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation). A = the Fair Market Value of one share of the Common Stock on the date that the relevant Notice of Exercise is received by the Company. B = Purchase Price (as adjusted to the date of such calculation). (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the The person or persons in whose name or names any certificate for entitled to receive the Warrant Shares issuable upon exercise of this Warrant shall be issuable upon treated for all purposes as the holder of record of such exercise Warrant Shares as provided in Section 3(c) below shall be of the close of business on the date the Holder is deemed to have become the holder or holders of record of the Shares represented by such certificate. (c) exercised this Warrant. (d) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Warrant Shares described in this Warrant minus the number of such Warrant Shares purchased by the Holder upon all exercises made in accordance with this Section 3(a) above 1. (e) If the Company shall fail, for any reason or Section 4 below. (d) Notwithstanding for no reason, to issue to the provisions Holder within three (3) trading days after receipt of Section 2, the applicable Notice of Exercise, a certificate as set forth herein upon the Holder's exercise of this Warrant and if the holder has not exercised this Warrant prior Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such exercise that the Holder so anticipated receiving from the Company (a "Buy-In"), then the Company shall, within three (3) business days after the Holder's request, pay cash to the closing of a Corporate Transaction or Holder in an Initial Public Offering, this Warrant shall automatically be deemed amount equal to be exercised in full in the manner set forth in Section 4, without any further action on behalf 50% of the excess (if any) of the total purchase price (including reasonable brokerage commissions and other reasonable out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) over the proceeds received by the Holder immediately prior as a result of the sale to which such closing. Buy-In relates. The Holder shall provide the Company written notice together with a reasonably detailed summary indicating the amounts payable to the Holder in respect of the Buy-In. View More
Method of Exercise. (a) While Subject to compliance with the terms and conditions of this Warrant remains outstanding and exercisable applicable securities laws, this Warrant may be exercised, from time to time in accordance with Section 2 above, 1 hereof by the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender delivery (including, without limitation, delivery by facsimile) of the Warrant, together with a duly executed copy form of ...the Notice of Exercise attached hereto, to hereto as Exhibit A (the "Notice of Exercise"), duly executed by the Secretary Holder, at the principal office of the Company, and as soon as practicable after such date, surrendering: (i) this Warrant at the principal office of the Company, and (ii) payment, (i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company Holder; or (iii) by a combination of (i) and (ii), of an amount equal to the aggregate Exercise Price for product obtained by multiplying the number of Shares shares of Common Stock being purchased. purchased upon such exercise by the then effective Exercise Price (the "Exercise Amount"): 1 (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the The person or persons in whose name or names any certificate for entitled to receive the Warrant Shares issuable upon exercise of this Warrant shall be issuable upon treated for all purposes as the holder of record of such exercise Warrant Shares as provided in Section 3(c) below shall be of the close of business on the date the Holder is deemed to have become the holder or holders of record of the Shares represented by such certificate. exercised this Warrant. (c) As soon as practicable after the exercise of this Warrant in whole or in part, Warrant, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares shares of Common Stock equal to the number of such Warrant Shares described in this Warrant minus the number of such Warrant Shares purchased by the Holder upon all exercises made in accordance with this Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing. 2. View More
Method of Exercise. (a) While Subject to compliance with the terms and conditions of this Warrant remains outstanding and exercisable applicable securities laws, this Warrant may be exercised, from time to time in accordance with Section 2 above, 1 hereof by the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender delivery (including, without limitation, delivery by facsimile) of the Warrant, together with a duly executed copy form of ...the Notice of Exercise attached hereto, to hereto as Exhibit A (the "Notice of Exercise"), duly executed by the Secretary Holder, at the principal office of the Company, and as soon as practicable after such date, surrendering: (i) this Warrant at the principal office of the Company, and (ii) payment, (i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company Holder; or (iii) by a combination of (i) and (ii), of an amount equal to the aggregate Exercise Price for product obtained by multiplying the number of Shares shares of Common Stock being purchased. purchased upon such exercise by the then effective Exercise Price (the "Exercise Amount"): (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the The person or persons in whose name or names any certificate for entitled to receive the Warrant Shares issuable upon exercise of this Warrant shall be issuable upon treated for all purposes as the holder of record of such exercise Warrant Shares as provided in Section 3(c) below shall be of the close of business on the date the Holder is deemed to have become the holder or holders of record of the Shares represented by such certificate. exercised this Warrant. (c) As soon as practicable after the exercise of this Warrant in whole or in part, Warrant, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares shares of Common Stock equal to the number of such Warrant Shares described in this Warrant minus the number of such Warrant Shares purchased by the Holder upon all exercises made in accordance with this Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing. 2. View More
Method of Exercise. (a) While this If the Warrant remains outstanding vests and becomes exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. hereby at any time prior to the Expiration Date. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall no...tify the Holder in writing); and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. purchased (unless the exercise is in accordance with Section 4 below). (b) Each The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: Holder: (i) a certificate or certificates for the number of Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares described in this Warrant which have vested and are then exercisable minus the number of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions 3 4. Net Exercise. In lieu of Section 2, if the holder has not exercised exercising this Warrant for cash, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with notice of such election (a "Net Exercise"). A Holder who Net Exercises shall have the rights described in Sections 3(b) and 3(c) hereof, and the Company shall issue to such Holder a number of Shares computed using the following formula: X = Y (A - B) A Where X = The number of Shares to be issued to the Holder. Y = The number of Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation). A = The fair market value of one (1) Share (at the date of such calculation). B = The Exercise Price (as adjusted to the date of such calculation). For purposes of this Section 4, the fair market value of a Share shall mean the average of the closing bid and asked prices of the Shares (or equivalent shares of Common Stock underlying this Warrant) quoted in the over-the-counter market in which the Shares (or equivalent shares of Common Stock underlying the Warrant) are traded or the closing price quoted on any exchange or electronic securities market on which the Shares (or equivalent shares of Common Stock underlying the Warrant) are listed, whichever is applicable, as published in The Wall Street Journal for the ten (10) trading days prior to the closing date of a Corporate Transaction determination of fair market value (or such shorter period of time during which such Shares were traded over-the-counter or an on such exchange). In the event that this Warrant is exercised pursuant to this Section 4 in connection with the Initial Public Offering, this Warrant the fair market value per Share shall automatically be deemed the product of (a) the per share offering price to be exercised in full in the manner set forth in Section 4, without any further action on behalf public of the Holder immediately prior to Initial Public Offering, and (b) the number of shares of Common Stock into which each Share is convertible at the time of such closing. exercise. If the Shares are not traded on the over-the-counter market, an exchange or an electronic securities market, the fair market value shall be the price per Share that the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued Shares, as such prices shall be determined in good faith by the Company's Board of Directors. View More
Method of Exercise. (a) While Subject to compliance with the terms and conditions of this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder applicable securities laws, this Warrant may exercise, be exercised, in whole or in part, part at any time or from time to time, on or before the purchase rights evidenced hereby. Such exercise shall be effected by: (i) Expiration Date by the surrender delivery (including, without limitation, delivery by facsimile) of the Warrant, togeth...er with a duly executed copy form of the Notice of Exercise attached hereto, to hereto as Exhibit A (the "Notice of Exercise"), duly executed by the Secretary Holder, at the principal office of the Company, and as soon as practicable after such date, surrendering: (i) this Warrant at the principal office of the Company, and (ii) payment, (i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company Holder; or (iii) by a combination of (i) and (ii), of an amount equal to the aggregate Exercise Price for product obtained by multiplying the number of Shares shares of Common Stock being purchased. purchased upon such exercise by the then effective Exercise Price (the "Exercise Amount"): (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the The person or persons in whose name or names any certificate for entitled to receive the Warrant Shares issuable upon exercise of this Warrant shall be issuable upon treated for all purposes as the holder of record of such exercise Warrant Shares as provided in Section 3(c) below shall be of the close of business on the date the Holder is deemed to have become the holder or holders of record of the Shares represented by such certificate. exercised this Warrant. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) (ii) a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and (ii) (iii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Warrant Shares described in this Warrant minus the number of such Warrant Shares purchased by the Holder upon all exercises made in accordance with this Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing. 2. View More
Method of Exercise. (a) While Subject to compliance with the terms and conditions of this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder applicable securities laws, this Warrant may exercise, be exercised, in whole or in part, part at any time or from time to time, on or before the purchase rights evidenced hereby. Such exercise shall be effected by: (i) Expiration Date by the surrender delivery (including, without limitation, delivery by facsimile) of the Warrant, togeth...er with a duly executed copy form of the Notice of Exercise attached hereto, to hereto as Exhibit A (the "Notice of Exercise"), duly executed by the Secretary Holder, at the principal office of the Company, and as soon as practicable after such date, surrendering: (i) this Warrant at the principal office of the Company, and (ii) payment, (i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company Holder; or (iii) by a combination of (i) and (ii), of an amount equal to the aggregate Exercise Price for product obtained by multiplying the number of Shares shares of Common Stock being purchased. purchased upon such exercise by the then effective Exercise Price (the "Exercise Amount"): (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the The person or persons in whose name or names any certificate for entitled to receive the Warrant Shares issuable upon exercise of this Warrant shall be issuable upon treated for all purposes as the holder of record of such exercise Warrant Shares as provided in Section 3(c) below shall be of the close of business on the date the Holder is deemed to have become the holder or holders of record of the Shares represented by such certificate. exercised this Warrant. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Warrant Shares described in this Warrant minus the number of such Warrant Shares purchased by the Holder upon all exercises made in accordance with this Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing. 1. View More
