Payment of Exercise Price Clause Example with 17 Variations from Business Contracts

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", exercise," in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" equals the total n...umber of Warrant Shares with respect to which this Warrant is then being exercised; "A" equals the Closing Sale Prices of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date last VWAP immediately preceding the time of delivery of the Exercise Date; Notice giving rise to the applicable "cashless exercise," as set forth in the applicable Exercise Notice (to clarify, the "last VWAP" will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day's VWAP shall be used in this calculation); and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood understood, and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction 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 date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash. View More

Payment of Exercise Price. Notwithstanding anything contained herein The Holder shall pay the Exercise Price in immediately available funds by wire transfer to an account designated by the contrary, Company; provided, however, that if, on any Exercise Date either (i) there is not an effective Registration Statement (as defined in that certain Registration Rights Agreement, of even date herewith, by and among the Company and the several Purchasers signatory thereto) registering, or no current prospectus available for, the ...resale of the Warrant Shares by the Holder or (ii) upon the Holder's election, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: [(A-B)/A]where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" equals the total number of Warrant Shares with respect to which this Warrant is then being exercised; "A" equals the Closing Sale Prices Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date; Date (the "Fair Market Value"); and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction 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 date this Warrant was originally issued pursuant to the Purchase Agreement (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash. View More

Payment of Exercise Price. Notwithstanding anything contained herein to If, and only if, at the contrary, time of exercise hereof, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", exercise," in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities eff...ected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: [(A-B)/A]where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" equals the total number of Warrant Shares with respect to which this Warrant is then being exercised; "A" equals the Closing Sale Prices Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date; and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction 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 date this Warrant was originally issued (provided that the Commission SEC continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of If Warrant Shares is, for any reason, not effective are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares (provided that the SEC continues to take the position that such treatment is proper at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash. such exercise). View More

Payment of Exercise Price. Notwithstanding anything This Warrant shall be exercised for cash; provided, however, that if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained herein to therein is not available for, the contrary, issuance of the Warrant Shares, and there is also no effective registration statement registering the resale by the Holder of the Warrant Shares, then the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise P...rice through a "cashless exercise", in which event the Company shall issue to the Holder the number of the Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: "X" equals the number of the Warrant Shares to be issued to the Holder; "Y" equals the total number of the Warrant Shares with respect to which this Warrant is then being exercised; "A" equals the Closing Sale Prices Price per share of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date if the Exercise Notice is delivered prior to market close on the Exercise Date; and "B" equals the Exercise Price per Warrant Share then in effect for on the applicable Warrant Shares at the time of such exercise. Exercise Date. 7 For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction 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 date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash. View More

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" equals the total number of Wa...rrant Shares with respect to which this Warrant is then being exercised; "A" equals the Closing Sale Prices of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date; and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction 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 date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash. View More

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", exercise," in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: [(A-B)/A]where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" eq...uals the total number of Warrant Shares with respect to which this Warrant is then being exercised; "A" equals the Closing Sale Prices Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date; and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction 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 date this Warrant was originally issued (provided that the Commission SEC continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of the Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as 245295022 v6 EX-4.1as set forth in this Section 10. Except as set forth If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 5(b) (Buy-In remedy) 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and Section 12 (payment the holding period of cash in lieu the Warrants being exercised may be tacked on to the holding period of fractional shares), in no event will the exercise Warrant Shares (provided that the SEC continues to take the position that such treatment is proper at the time of this Warrant be settled in cash. such exercise). View More

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", exercise," in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, Act as determined as follows: X = Y [(A-B)/A] where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" equals the tot...al number of Warrant Shares with respect to which this Warrant is then being exercised; "A" equals (i) the last Closing Sale Prices Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of Bloomberg) on the Trading Day immediately preceding the Exercise Date if the Exercise Notice is delivered prior to market close on the date immediately preceding Exercise Date, or (ii) the last Closing Sale Price of the shares of Common Stock (as reported by Bloomberg) on the Exercise Date if the Exercise Notice is delivered following market close on the Exercise Date; and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction shall be deemed to have been acquired by the Holder, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event that a the Registration Statement or another registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash. For the avoidance of doubt, in the event that the Registration Statement or another registration statement registering the issuance of the Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then a cashless exercise pursuant to this Section 10 in exchange for unregistered Warrant Shares in accordance with Section 3(a)(9) of the Securities Act shall also be permitted. View More

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", exercise," in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" equals the total n...umber of Warrant Shares with respect to which this Warrant is then being exercised; "A" equals the volume weighted average Closing Sale Prices Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of over the Trading Day seven (7) day-period ending on the date immediately preceding the Exercise Date; and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction 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 date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash. View More

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" equals the total number of Wa...rrant Shares with respect to which this Warrant is then being exercised; "A" equals (i) the last Closing Sale Prices Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of on the Trading Day immediately preceding the Exercise Date if the Exercise Notice is delivered prior to market close on the date immediately preceding Exercise Date, or (ii) the last Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) on the Exercise Date if the Exercise Notice is delivered following market close on the Exercise Date; and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction shall be deemed to have been acquired by the Holder, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event that a the Registration Statement or another registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash. View More

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a "cashless exercise", exercise," in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined as follows: X = Y [(A-B)/A] where: "X" equals the number of Warrant Shares to be issued to the Holder; "Y" equals the total n...umber of Warrant Shares with respect to which this Warrant is then being exercised; "A" equals the Closing Sale Prices Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date; and "B" equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a "cashless exercise" transaction 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 date this Warrant was originally issued (provided that the Commission SEC continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of the Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 5(b) (Buy-In remedy) 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and Section 12 (payment the holding period of cash in lieu the Warrants being exercised may be tacked on to the holding period of fractional shares), in no event will the exercise Warrant Shares (provided that the SEC continues to take the position that such treatment is proper at the time of this Warrant be settled in cash. such exercise). View More