Conversion of Warrant. (a) In lieu of exercising its rights under Section 1 hereof, the Holder shall also have the right (the "Conversion Right") to convert all or any portion of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the close of business on the date the Conversion Right is exercised, by (ii) the "Market Price of the Common Stock" as of the close of business on the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of this Warrant by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B completed and duly executed by such Holder or by such Holder's duly authorized attorney to the Company at its principal office.
(b) For purposes of this Section 2, the "Aggregate Warrant Spread" of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2, the "Market Price of the Common Stock" as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on the Nasdaq National Market, then the average closing or last sale prices, respectively, reported for the 10 trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange or on the Nasdaq National Market but is traded on the Nasdaq SmallCap Market, then the average of the mid-points between the closing bid and asked prices reported for the 10 trading days immediately preceding such date, or (iii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq SmallCap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the 10 trading days immediately preceding such date.
Conversion of Warrant. The registered holder hereof shall have the right to convert this Warrant, in whole or in part, at any time and from time to time at or after the Vesting Time and at or prior to the Expiration Time, by the surrender of this Warrant and the Notice of Conversion form attached hereto duly executed to the office of the Company at the address set forth in Section 1(c) hereof (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company), into shares of Warrant Stock as provided in this Section 2. Upon exercise of this conversion right, the holder hereof shall be entitled to receive that number of shares of Warrant Stock of the Company equal to the quotient obtained by dividing [(A - B)(Y)] by (A), where: A = the Fair Market Value (as defined below) of one share of Warrant Stock on the date of conversion of this Warrant; B = the Exercise Price for one share of Warrant Stock under this Warrant; and Y = the number of shares of Warrant Stock as to which this Warrant is being converted. If the above calculation results in a negative number, then no shares of Warrant Stock shall be issued or issuable upon conversion of this Warrant.
Conversion of Warrant. If, at any time while this Warrant remains outstanding, (i) the Company shall receive a written notice from the Nasdaq Stock Market LLC, indicating that the Company is not in compliance with the minimum equity standard requirement for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) or (ii) on the Trading Day prior to the last day of any of the Company’s fiscal reporting periods, the Company determines in good faith and after consultation with its independent auditors that the Company will not be in compliance with Nasdaq Listing Rule 5550(b)(1), then without the need for further consent or action by the Holder or the Company, in the event of the occurrence of clause (i), the Company or the Holder and in the event of the occurrence of clause (ii), solely the Company, may elect to convert all or pro rata a part of, the remaining unexercised portion of this Warrant into Common Shares, at a ratio of 1 to 1, such that each outstanding Warrant shall be converted into one Ordinary Share (the “Conversion”), provided however, that if, after giving effect to the Conversion, the Holder’s beneficial ownership of Common Shares shall exceed the Maximum Percentage, the Holder shall be issued with Pre-Funded Warrants, in lieu of Common Shares. For the avoidance of doubt, following the Conversion of this Warrant in whole or in part, the converted portion of this Warrant shall be deemed exercised and be cancelled and be of no further effect. Notwithstanding anything to the contrary contained herein, any Conversion election by the Company shall be permitted only to the minimum extent the Company in good faith, after consultation with its counsel and auditor, determines necessary for the Company to remain in compliance with Nasdaq Listing Rule 5550(b)(1).
Conversion of Warrant. (a) The Holder shall have the right to convert this Warrant, in whole or in part with respect to any Warrant Shares as to which this Warrant is currently exercisable, at any time and from time to time during the period commencing on the Initial Exercise Date and ending on the Expiration Date, by the presentation and surrender of this Warrant to the Corporation at its principal office (or such other office or agency as the Corporation may designate by notice in writing to the Holder in accordance with Section 10.4, together with a properly completed and duly executed conversion form, in the form attached hereto, which conversion form shall specify the number of Warrant Shares as to which this Warrant is being converted (the "SUBJECT SHARES"). Upon exercise of this conversion right, the holder hereof shall be entitled to receive that number of Warrant Shares equal to the quotient obtained by dividing [ (A - B) (X) ] by (A), where: A = the Fair Market Value of one Warrant Share on the date of conversion of this Warrant. B = the Exercise Price for one Warrant Share under this Warrant. X = the number of Subject Shares as to which this Warrant is being converted. If the above calculation results in a negative number, then no shares of Warrant Stock shall be issued or issuable upon conversion of this Warrant.
(b) Upon conversion of this Warrant in accordance with this Section 2.3, the Holder shall be entitled to receive a certificate for the number of Warrant Shares acquired by the Holder as determined in accordance with the foregoing, and a new Warrant in substantially identical form and dated as of such conversion for the purchase of that number of Warrant Shares equal to the difference, if any, between (i) the number of Warrant Shares subject to issuance upon exercise of this Warrant immediately before such conversion and (ii) the number of Subject Shares as to which the Holder exercised its conversion right pursuant to this Section 2.
Conversion of Warrant. In addition to, and without limiting, any ---------------------- other rights of the Holder hereunder, the Holder may elect to convert this Warrant, in whole or in part, into shares of Common Stock at any time prior to 5:00 p.m. on the Expiration Date by surrendering this Warrant to the Company, together with an executed Notice of Exercise or Conversion substantially in the form attached hereto as Exhibit A, at the Company's primary executive office. --------- Upon receipt of such notice and surrender of the Warrant by the Holder, or on such later date as specified in the Notice of Exercise or Conversion, the Company shall deliver to the Holder within a reasonable time, without payment by the Holder of any cash or other consideration, that number of shares of 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 the Holder. Y = the number of shares of Common Stock with respect to which this Warrant is being converted. A = the Fair Market Value, as defined below, of one share of Common Stock.
Conversion of Warrant. The Holder shall have the right to convert this Warrant, in whole or in part, at any time (including, but not limited to, upon an Acquisition) and from time to time at or prior to the expiration or termination hereof by the surrender of this Warrant and the Notice of Conversion form attached hereto duly executed to the headquarters office of the Company at the address set forth on the signature page hereof (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), into shares of Warrant Stock as provided in this Section 3. Upon exercise of this conversion right, the Holder shall be entitled to receive that number of shares of the Company's Common Stock computed by using the following formula: X (A-B) Y = -------- A Y = the number of shares of Common Stock to be issued to the Holder. A = the Fair Market Value (as defined below) of one share of the Company's Common Stock on the date of conversion of this Warrant. B = the Exercise Price. X = the number of shares of Warrant Stock to be converted into shares of Common Stock pursuant to this Section 3. If the above calculation results in a negative number, then no shares of Warrant Stock shall be issued or issuable upon conversion of this Warrant.
Conversion of Warrant. The registered holder hereof shall have the right (but not the obligation) to require the Company to convert this Warrant, in whole or in part, at any time and from time to time at or prior to the Expiration Date, by the surrender of this Warrant and delivery of a Notice of Exercise/Conversion duly executed to the principal offices of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof), into Warrant Shares as provided in this Section 2. Upon exercise of this conversion right (and without payment by the holder of the Exercise Price), the holder hereof shall be entitled to receive that number of Warrant Shares determined in accordance with the following formula: Warrant Shares Issuable to Holder = [ (A - B)x C ] +A where: A = the Fair Market Value (as defined below) of one Warrant Share on the date of conversion of this Warrant; B = the Exercise Price; and
Conversion of Warrant. (a) This Warrant may be exercised, in whole or in part, upon surrender of this Warrant to the Company, together with the Election to Exchange or Exercise attached hereto as Exhibit A (the “Election”) duly completed and executed with “Exercise” selected as the mode of conversion, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised (an “Exercise”). In whole or in part in lieu of an Exercise, Holder may convert this Warrant on a cashless basis by so indicating in the Election and proceeding in accordance with the remainder of this Section 1.3 (an “Exchange”). In each above case, Xxxxxx shall surrender this Warrant to the Company at its then principal offices, together with the Election duly completed and executed.
(b) Upon an Exchange, Holder shall receive Warrant Shares such that, without the payment of any funds, Holder shall surrender this Warrant in exchange for the number of Warrant Shares equal to “X” (as defined below), computed using the following formula:
Conversion of Warrant. The Holder shall have the right to convert this Warrant, in whole or in part, at any time (including, but not limited to, the occurrence of an Acquisition of the Company) and from time to time at or prior to the Expiration Time by the payment of the Exercise Price (as hereinafter defined), and surrender of this Warrant and the Notice of Conversion form attached hereto duly executed to the principal executive office of the Company at the address set forth on the signature page hereof (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), into shares of Warrant Stock as provided in this Section 3. Payment of the Exercise Price may be made by cash, check or wire transfer or, at the election of the Warrantholder, may be made on a "net exercise" basis, in which event the Company shall issue the Warrantholder a number of shares of Common Stock computed using the formula set forth in Section 2. Upon conversion of this Warrant in accordance with this Section 3, the Holder hereof shall be entitled to receive a certificate for the number of shares of Warrant Stock determined in accordance with the foregoing, and a new Warrant in substantially identical form and dated as of such conversion for the purchase of that number of shares of Warrant Stock equal to the difference, if any, between the number of shares of Warrant Stock subject hereto and the number of shares of Warrant Stock as to which this Warrant is so converted.
Conversion of Warrant. (a) In lieu of exercising this Warrant pursuant to Section 1.2, the Holder may convert the purchase rights represented by this Warrant in whole or in part (but not as to any fractional shares of Warrant Stock) pursuant to this Section 1.3 into a number of shares of Warrant Stock equal to: N - [ [ N x EP ] ] -------------- MP Where: N = the number of shares set forth in the Conversion Notice (as defined below) delivered by the Purchaser. EP = the Exercise Price determined as of the close of business on the business day immediately preceding the Conversion Time (as defined below). MP = the Market Price of a share of Warrant Stock determined as of the close of business on the business day immediately preceding the Conversion Time.
(b) This Warrant will be deemed to have been converted when the Company has received all of the following items (the "Conversion Time"):
(i) a completed Conversion Notice in substantially the form attached as Exhibit III (a "Conversion Notice") executed by the Purchaser;
(ii) this Warrant;
(iii) if this Warrant is not registered in the name of the Purchaser, an Assignment in substantially the form attached as Exhibit II evidencing the assignment of this Warrant to the Purchaser, in which case the Holder will have complied with the provisions set forth in Section 7.
