COMPULSORY EXERCISE Sample Clauses

COMPULSORY EXERCISE. 8.1 Notwithstanding any other provision of this Warrant, the Company may by written notice to the Warrantholder, require that the Warrantholder exercise some or all of its outstanding purchase rights, provided that: 8.1.1 such notice may not be given by the Company prior to December 24, 2022; 8.1.2 as at the date of notice the Shares are listed on the Nasdaq Global Market; and 8.1.3 as at the date of notice, the ten-day volume weighted average price of the Shares as reported on the Nasdaq Global Market represents a premium of at least 50 per cent to the Exercise Price. 8.2 Within five Business Days of receipt by the Warrantholder of the notice referred to in clause 8.1, the Warrantholder shall exercise such number of its purchase rights as are specified in the Exercise Notice of the Company in accordance with clause 2.5.
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COMPULSORY EXERCISE. (a) For the purposes of this clause 7.7, CLOSING PRICE means, on a day, the last price at which Shares traded (whether on that day or, if the Shares did not trade on that day, the most recent preceding day on which Shares traded). (b) In the event that the Shares trade at a Closing Price on the Relevant Exchange of greater than double the Exercise Price then in effect during any 30 consecutive trading days (30 DAY PERIOD), the Borrower may, within 10 Business Days commencing on the first Business Day after the end of that 30 Day Period, by written notice to the Lender, require the Lender (or holder) to exercise all of the outstanding Warrants held by it. (c) Within 20 Business Days of receipt by the Lender (or holder) of a notice properly given in accordance with clause 7.7(a), the Lender must exercise each Warrant held by it at that time in accordance with this clause 7.
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COMPULSORY EXERCISE. Notwithstanding the aforesaid, prior to the expiry of the Exercise Period, the Company may demand the exercise by the Holder of the Warrant Shares in the event that: (i) the price of one (1) Ordinary Shares, as quoted on the Nasdaq National List, is US$11 or more for a consecutive period of twenty (20) days in which trading was conducted in the Company's shares on Nasdaq; or (ii) the closing of a public offering by the Company, at an effective price per Ordinary Share (i.e. taking into account the economical value of other securities offered, if any) of US$11 or more (any of the foregoing, an "EXERCISE EVENT"). Upon the occurrence of an Exercise Event, the company shall send to the Holders written notices of the particulars of the Exercise Event, after which the Holders shall be entitled, within 10 days after receipt of such notice (the "COMPULSORY EXERCISE PERIOD"), transfer to the Company the Exercise Price for any Warrant Share such Holder wishes to exercise, according to the procedure set forth in Section 3.1 above.
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Related to COMPULSORY EXERCISE

  • Mandatory Exercise (a) If (i) the Price of the Common Stock is greater than 150% of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections ▇, ▇, ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable. (b) Holder represents and warrants to the Company that holder has full corporate power and authority to execute, deliver, and perform this Warrant Certificate and to consummate the transactions contemplated hereby. The execution, delivery, and performance by holder of this Warrant Certificate have been duly authorized by all necessary corporate action of holder. This Warrant Certificate has been duly executed and delivered by holder and constitutes a valid and legally binding obligation of holder, enforceable against holder in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The right to require exercise of the Warrants is hereby declared by the parties hereto to be a unique right, the loss of which is not readily susceptible to monetary quantification. Consequently, the parties hereto agree that an action for specific performance of the exercise and purchase obligations created by this Section 5 is an available remedy for the breach of the provisions of this Section 5. If the Company is forced to institute legal proceedings to enforce its rights in accordance with the provisions of this Section 5, it shall be entitled to recover its reasonable attorneys' fees and court costs incurred in enforcing such rights. (d) Holder is executing this Warrant Certificate in order to make and agree to the covenants, representations and warranties of holder contained in this Section 5, which shall be binding upon the holder's successors and assigns.

  • Who May Exercise Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option may be exercised only by the Participant, or by the Participant’s guardian or personal or legal representative. If the Participant’s Termination of Service is due to his death prior to the dates specified in Section 4.a. hereof, and the Participant has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in Section 3 hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Participant at any time prior to the earliest of the dates specified in Section 4.a. hereof: the personal representative of his estate, or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Participant; provided that the Stock Option shall remain subject to the other terms of this Agreement, the Plan, and Applicable Laws, rules, and regulations.

  • Full Exercise This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached as Exhibit A hereto (the "Subscription Form") duly executed by such Holder and surrender of the original Warrant within seven (7) days of exercise, to the Company at its principal office or at the office of its Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.

  • Compulsory Licenses If a compulsory license is granted to a Third Party with respect to Compound or Product in any country in the Territory with a royalty rate lower than the royalty rate provided by Section 5.4.1, then the royalty rate to be paid by Merck on Net Sales in that country under Section 5.4.1 shall be reduced to the rate paid by the compulsory licensee.

  • Exercise a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, 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 five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.