Exercise Period Vesting. 4.1. 172,414 Series B Warrants to purchase up to 172,414 Warrant Shares (50% of Series B Warrants) shall be fully vested and immediately exercisable as of the Warrant Issue Date and prior to the expiration of three (3) years following the Date of Issuance, subject to Section 4.3 below; 4.2. 172,414 Series B Warrants to purchase up to 172,414 Warrant Shares (50% of Series B Warrants) shall vest on December 1, 2022 (the “First Vesting Date”) and be exercisable as of the First Vesting Date and prior to the expiration of three (3) years following the Warrant Issue Dae, subject to Section 4.3 below; provided, however, that the Warrants under this Section 4.2 shall expire on the First Vesting Date in the event the Partner fails to provide the second Tranche in the amount and prior to or upon the date set forth in Schedule 1.2 to the Agreement; 4.3. Notwithstanding the above, if at any time from and after the date of issuance of the Warrants hereof, the closing price of the Company’s Ordinary Shares on the TASE (or other stock exchange or market on which the Ordinary Shares are then listed or quoted, including by means of ADSs, as defined below) equals or exceeds US$2.175 [1.5 (one point five) of Series B Exercise Price per share], adjusted, if applicable, for the Company’s capital events, such as stock splits, etc., for three (3) consecutive trading days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder and/or any of his Transferees, to exercise all or any portion of Series B Warrants, still unexercised (and in such event vesting of any such unexercised Series B Warrants required to be exercised shall be accelerated and all of them shall vest immediately), for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares, at the Series B Exercise Price (the “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 4.3 by delivering within not more than five (5) trading days following the end of such Mandatory Exercise Measuring Period a written notice thereof to the Holder (which notice for the purposes hereof shall also be deemed a notice to his Transferees (the “Mandatory Exercise Notice” and the date that Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the trading day on which the Mandatory Exercise shall occur, which shall be the second trading day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (ii) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Warrants”) pursuant to this Section 4.3. If the Holder or any of his Transferees then holding the Warrants, fails to provide the Company on the Mandatory Exercise Date or within five (5) business days thereafter, with the aggregate exercise price of the Mandatory Exercise Warrants or any part thereof, at the end of such period any nonpaid Mandatory Exercise Warrants shall automatically terminate and become null and void. 4.4. Notwithstanding the above, this Warrant may not be exercised on the Record Date (as such term is defined under the TASE rules and regulations) of: (i) a distribution of bonus shares; (ii) a rights offer; (iii) any distribution of dividends; (iv) a consolidation of the share capital of the Company; (v) a share split; or (vi) a reduction of the share capital of the Company (each of the above: a “Corporate Event”). In addition, if the Ex-Date (as such term is defined under the TASE rules and regulations) for a Corporate Event occurs before the Record Date for such Corporate Event, then the Warrant may not be exercised on the said Ex-Date.
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Exercise Period Vesting. 4.1. 172,414 185,185 Series B D Warrants to purchase up to 172,414 185,185 Warrant Shares (50% of Series B Warrants) shall be fully vested and immediately exercisable as of the Warrant Issue Date and prior to the expiration of three (3) years following the Date of Issuance, subject to Section 4.3 below;
4.2. 172,414 Series B Warrants to purchase up to 172,414 Warrant Shares (50% of Series B D Warrants) shall vest on December March 1, 2022 2023 (the “First Second Vesting Date”) and be exercisable as of the First Second Vesting Date and prior to the expiration of for three (3) years following the Warrant Issue Daethereafter, subject to Section 4.3 below; provided, however, that the Warrants under this Section 4.2 4.1 shall expire on the First Second Vesting Date in the event the Milestone is not met, and the Partner fails has notified the Company on its decision to provide rescind the second Tranche remaining balance of the Facility;
4.2. 185,185 Series D Warrants to purchase up to 185,185 Warrant Shares (50% of Series D Warrants) shall vest on September 1, 2023 (the “Third Vesting Date”) and be exercisable as of the Third Vesting Date and for three (3) years thereafter, subject to Section 4.3 below; provided, however, that the Warrants under this Section 4.2 shall expire on the Third Vesting Date in the amount event the Milestone is not met, and prior the Partner has notified the Company on its decision to or upon rescind the date set forth in Schedule 1.2 remaining balance of the Facility; and further provided, that the Warrants under this Section 4.2 shall expire on the Third Vesting Date pro rata to the amounts of Tranches 3-8 which shall have not been actually withdrawn by the Company. By way of illustration only, (a) if the Company, at its sole discretion, withdraws US$0.5 million out of US$2 million of Tranches 3-8 available under the Agreement, than 138,889 Series D Warrants to purchase up to 138,889 Warrant Shares [75% of Series D Warrants under this Section 4.2] shall expire on the Third Vesting Date; and (b) if the Company, at its sole discretion, withdraws US$2 million out of US$2 million of Tranches 3-8 available under the Agreement, than none of Series D Warrants under this Section 4.2 shall expire on the Third Vesting Date;
4.3. Notwithstanding the above, if at any time from and after the date of issuance of the Warrants hereof, the closing price of the Company’s Ordinary Shares on the TASE (or other stock exchange or market on which the Ordinary Shares are then listed or quoted, including by means of ADSs, as defined below) equals or exceeds US$2.175 2.025 [1.5 (one point five) of Series B D Exercise Price per share], adjusted, if applicable, for the Company’s capital events, such as stock splits, etc., for three (3) consecutive trading days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder and/or any of his Transferees, to exercise all or any portion of Series B D Warrants, still unexercised (and in such event vesting of any such unexercised Series B D Warrants required to be exercised shall be accelerated and all of them shall vest immediately), for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares, at the Series B D Exercise Price (the “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 4.3 by delivering within not more than five (5) trading days following the end of such Mandatory Exercise Measuring Period a written notice thereof to the Holder (which notice for the purposes hereof shall also be deemed a notice to his Transferees (the “Mandatory Exercise Notice” and the date that Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the trading day on which the Mandatory Exercise shall occur, which shall be the second trading day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (ii) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Warrants”) pursuant to this Section 4.3. If the Holder or any of his Transferees then holding the Warrants, fails to provide the Company on the Mandatory Exercise Date or within five (5) business days thereafter, with the aggregate exercise price of the Mandatory Exercise Warrants or any part thereof, at the end of such period any nonpaid Mandatory Exercise Warrants shall automatically terminate and become null and void.
4.4. Notwithstanding the above, this Warrant may not be exercised on the Record Date (as such term is defined under the TASE rules and regulations) of: (i) a distribution of bonus shares; (ii) a rights offer; (iii) any distribution of dividends; (iv) a consolidation of the share capital of the Company; (v) a share split; or (vi) a reduction of the share capital of the Company (each of the above: a “Corporate Event”). In addition, if the Ex-Date (as such term is defined under the TASE rules and regulations) for a Corporate Event occurs before the Record Date for such Corporate Event, then the Warrant may not be exercised on the said Ex-Date.
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Exercise Period Vesting. 4.1. 172,414 185,185 Series B D Warrants to purchase up to 172,414 185,185 Warrant Shares (50% of Series B Warrants) shall be fully vested and immediately exercisable as of the Warrant Issue Date and prior to the expiration of three (3) years following the Date of Issuance, subject to Section 4.3 below;
4.2. 172,414 Series B Warrants to purchase up to 172,414 Warrant Shares (50% of Series B D Warrants) shall vest on December March 1, 2022 2023 (the “First Second Vesting Date”) and be exercisable as of the First Second Vesting Date and prior to the expiration of for three (3) years following the Warrant Issue Daethereafter, subject to Section 4.3 below. ; provided, however, that the Warrants under this Section 4.1 shall expire on the Second Vesting Date in the event the Milestone is not met, and the Partner has notified the Company on its decision to rescind the remaining balance of the Facility;
4.2. 185,185 Series D Warrants to purchase up to 185,185 Warrant Shares (50% of Series D Warrants) shall vest on September 1, 2023 (the “Third Vesting Date”) and be exercisable as of the Third Vesting Date and for three (3) years thereafter, subject to Section 4.3 below; provided, however, that the Warrants under this Section 4.2 shall expire on the First Third Vesting Date in the event the Milestone is not met, and the Partner fails has notified the Company on its decision to provide rescind the second Tranche in remaining balance of the amount Facility; and prior to or upon further provided, that the date set forth in Schedule 1.2 Warrants under this Section 4.2 shall expire on the Third Vesting Date pro rata to the amounts of Tranches 3-8 which shall have not been actually withdrawn by the Company. By way of illustration only, (a) if the Company, at its sole discretion, withdraws US$0.5 million out of US$2 million of Tranches 3-8 available under the Agreement, than 138,889 Series D Warrants to purchase up to 138,889 Warrant Shares [75% of Series D Warrants under this Section 4.2] shall expire on the Third Vesting Date; and (b) if the Company, at its sole discretion, withdraws US$2 million out of US$2 million of Tranches 3-8 available under the Agreement, than none of Series D Warrants under this Section 4.2 shall expire on the Third Vesting Date;
4.3. Notwithstanding the above, if at any time from and after the date of issuance of the Warrants hereof, the closing price of the Company’s Ordinary Shares on the TASE (or other stock exchange or market on which the Ordinary Shares are then listed or quoted, including by means of ADSs, as defined below) equals or exceeds US$2.175 2.025 [1.5 (one point five) of Series B D Exercise Price per share], adjusted, if applicable, for the Company’s 's capital events, such as stock splits, etc., for three (3) consecutive trading days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder and/or any of his Transferees, to exercise all or any portion of Series B D Warrants, still unexercised (and in such event vesting of any such unexercised Series B D Warrants required to be exercised shall be accelerated and all of them shall vest immediately), for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares, at the Series B D Exercise Price (the “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 4.3 by delivering within not more than five (5) trading days following the end of such Mandatory Exercise Measuring Period a written notice thereof to the Holder (which notice for the purposes hereof shall also be deemed a notice to his Transferees (the “Mandatory Exercise Notice” and the date that Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the trading day on which the Mandatory Exercise shall occur, which shall be the second trading day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (ii) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Warrants”) pursuant to this Section 4.3. If the Holder or any of his Transferees then holding the Warrants, fails to provide the Company on the Mandatory Exercise Date or within five (5) business days thereafter, with the aggregate exercise price of the Mandatory Exercise Warrants or any part thereof, at the end of such period any nonpaid Mandatory Exercise Warrants shall automatically terminate and become null and void.
4.4. Notwithstanding the above, this Warrant may not be exercised on the Record Date (as such term is defined under the TASE rules and regulations) of: (i) a distribution of bonus shares; (ii) a rights offer; (iii) any distribution of dividends; (iv) a consolidation of the share capital of the Company; (v) a share split; or (vi) a reduction of the share capital of the Company (each of the above: a “Corporate Event”). In addition, if the Ex-Date (as such term is defined under the TASE rules and regulations) for a Corporate Event occurs before the Record Date for such Corporate Event, then the Warrant may not be exercised on the said Ex-Date.
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Exercise Period Vesting. 4.1. 172,414 Series B Warrants Unless expired as provided in Section 3 of this Agreement, this Option may be exercised from time to purchase up to 172,414 Warrant Shares (50% of Series B Warrants) shall be fully vested and immediately exercisable as of the Warrant Issue Date and prior to the expiration of three (3) years following time after the Date of Issuance, Grant set forth above (the "DATE OF GRANT") to the extent the Option has vested in accordance with the vesting schedule set forth below. The Shares issued upon exercise of the Option will be subject to Section 4.3 below;
4.2. 172,414 Series B Warrants to purchase up to 172,414 Warrant Shares (50% of Series B Warrants) shall vest the restrictions on December 1, 2022 (the “First Vesting Date”) and be exercisable as of the First Vesting Date and prior to the expiration of three (3) years following the Warrant Issue Dae, subject to Section 4.3 below; provided, however, that the Warrants under this Section 4.2 shall expire on the First Vesting Date in the event the Partner fails to provide the second Tranche in the amount and prior to or upon the date transfer set forth in Schedule 1.2 Section 9 below. Provided Participant continues to provide Continuous Service to the Agreement;
4.3. Notwithstanding Company or any Subsidiary, the above, if at any time from Option will become vested and after the date of issuance exercisable with respect to one-third (1/3) of the Warrants hereof, the closing price of the Company’s Ordinary Shares on the TASE (or other stock exchange or market on which first anniversary of the Ordinary Shares are then listed or quoted, including by means Date of ADSs, as defined below) equals or exceeds US$2.175 [1.5 (one point five) of Series B Exercise Price per share], adjusted, if applicable, for the Company’s capital events, such as stock splits, etc., for three (3) consecutive trading days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder and/or any of his Transferees, to exercise all or any portion of Series B Warrants, still unexercised (Grant set forth above and in such event vesting of any such unexercised Series B Warrants required to be exercised shall be accelerated and all of them shall vest immediately), for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares, thereafter at the Series B Exercise Price (the “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 4.3 by delivering within not more than five (5) trading days following the end of each full succeeding year from the Date of Grant the Option will become vested and exercisable as to an additional one-third (1/3) of the Shares until the Option is vested and exercisable with respect to one hundred percent (100%) of the Shares. A vested Option may not be exercised for less than a full share. If application of the vesting percentage causes a fractional Share to otherwise become exercisable, such Mandatory Exercise Measuring Period a written notice thereof Share shall be rounded down to the Holder (which notice nearest whole Share for each year except for the purposes hereof shall also be deemed a notice to his Transferees (the “Mandatory Exercise Notice” and the date that Holder received last year in such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the trading day on which the Mandatory Exercise shall occur, which shall be the second trading day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (ii) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Warrants”) pursuant to this Section 4.3. If the Holder or any of his Transferees then holding the Warrants, fails to provide the Company on the Mandatory Exercise Date or within five (5) business days thereafter, with the aggregate exercise price of the Mandatory Exercise Warrants or any part thereofvesting period, at the end of such which vesting period any nonpaid Mandatory Exercise Warrants this Option shall automatically terminate become exercisable for the full remainder of the unexercised Shares subject to the Option. If the Participant shall cease Continuous Service on account of the Participant's death, Total and become null and void.
4.4. Notwithstanding the above, this Warrant may not be exercised on the Record Date Permanent Disability or Retirement (as such term is terms are defined under in the TASE rules Plan), the Option shall become 100% vested and regulations) of: (i) a distribution exercisable. Upon the occurrence of bonus shares; (ii) a rights offer; (iii) any distribution an involuntary termination of dividends; (iv) a consolidation of the share capital of the Company; (v) a share split; or (vi) a reduction of the share capital of Participant's Continuous Service with the Company (each of other than for Cause) at any time within 12 months following a Change in Control, the above: a “Corporate Event”). In addition, if the Ex-Date (as such term is defined under the TASE rules Option shall become 100% vested and regulations) for a Corporate Event occurs before the Record Date for such Corporate Event, then the Warrant may not be exercised on the said Ex-Dateexercisable.
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