Exercise; Vesting Sample Clauses

Exercise; Vesting. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, on the terms and subject to the conditions set forth herein and (to the extent not inconsistent herewith) in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable on such exercise shall be treated for all purposes as the holder of those securities on the exercise of the Warrant as of the close of business on the Exercise Date. Promptly following, and in any event within five (5) business days after the date of such exercise, the Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable on such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). In connection with any exercise of Warrants by a Registered Holder, in lieu of paying all or any portion of the associated Purchase Price required hereunder, such Registered Holder shall be entitled (at its election) to effect a partial or complete "cashless exercise." (b) Notwithstanding anything herein to the contrary, the Warrants shall not vest (and shall not become exercisable) unless (i) EBITDA as of December 31, 2000 is less than negative $10,500,000, in which event, 50% of the Warrants shall vest and become immediately exercisable; or (ii) EBITDA as of March 31, 2001 is less than negative $500,000, in which event, 50% of the Warrants shall vest and become immediately exercisable.
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Exercise; Vesting. Subject to adjustment as hereinafter provided, the rights represented by this Warrant are exercisable on and after the earlier of (i) twelve (12) months following the date of the Public Offering or (ii) until the Expiration Date (the “Exercise Date”), at a price (the “Exercise Price”) per share equal to $0.50. The Exercise Price shall be payable in cash, or by certified or official bank check. This Warrant is fully vested.
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Exercise; Vesting. This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part as to the Vested Shares (defined below) that may be acquired hereunder, from time to time after the earlier to occur of (a) satisfaction in full of all amounts due under the Subordinated Loan Agreement or (b) an Event of Default under the Subordinated Loan Agreement, by delivery of written notice of intent to exercise to the Company in the manner at the address of the Company set forth in Section 7.6 hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Shares shall vest ratably from the date of this Warrant through May 31, 2010, provided that no further vesting shall occur after the payment in full of the Note; and the whole shares as to which this Warrant has vested from time to time are referred to herein as the "Vested Shares." The Exercise Price shall be payable in cash or by check (which need not be certified). Upon exercise of this Warrant, the Company shall, as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant
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Exercise; Vesting. (a) Except as set forth in paragraphs (c) through (g) of this Section 2, the Option shall become exercisable in three equal annual installments of Eight Hundred Eighty Eight Thousand Eight Hundred Eighty Nine (888,889) shares on each of December 31, 2003, 2004 and 2005 respectively, which shall be cumulative; provided, that the Executive's Service has not been terminated prior to that date. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. (b) To the extent that the Option has become vested and exercisable with respect to shares of Common Stock, the Option may thereafter be exercised by the Executive, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. (c) Upon the death or the permanent or total disability (as defined in Section 22(e)(3) of the Code, a "Disability") of the Purchaser, the Option shall become fully vested and exercisable. (d) In the event the Executive's Service is terminated by the Company without Cause, five hundred thousand (500,000) shares of Common Stock minus the number of shares of Common Stock that are vested as a result of such termination without Cause pursuant to Section 3(c) of that certain agreement, dated as of the date hereof, by and between the Company and the Executive relating to the grant of an incentive stock option to purchase 333,333 shares of Common Stock, shall immediately vest and become exercisable. (e) In the event of a Change in Control in which the holders of the Company's outstanding capital stock receive only cash in exchange for such capital stock, the Option shall become fully vested and exercisable immediately prior to such Change in Control. In the event of any other Change in Control, the unvested portion of the Option shall immediately become fully vested and exercisable upon any termination of the Executive's Service by the Company (or any successor thereto) without Cause occurring after such Change in Control. (f) In the event that the Executive engages in Detrimental Activity (as defined on Exhibit B attached hereto) prior to the exercise of the Option, the Option shall terminate and expire as of the date the Executive engaged in such Detrimental Activity. As a condition of the exercise of the Option, the Executive may be required to certify (or be d...
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Exercise; Vesting. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, (i) at any time or times on or after the Original Issue Date, with respect to the first Five Million (5,000,000) of the Warrant Shares and (ii) if the Vesting Termination Date has not occured at any time on or after the Vesting Trigger Date, with respect to any Warrant Shares in excess of the initial Five Million (5,000,000) Warrant Shares, and, in each case, prior to 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 (or other electronic method) copy of the Notice of Exercise Form attached hereto as Exhibit A. Within two (2) Business Days following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary (although the Holder may surrender this Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company. After the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, this Warrant will be deemed cancelled. 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 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 one (1) Business Day of delivery of such notice. The Holder by acceptance of this Warrant, acknowledges and agrees 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.
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Exercise; Vesting 
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Related to Exercise; Vesting

  • Exercise Period Vesting 4.1. 185,185 Series D Warrants to purchase up to 185,185 Warrant Shares (50% of Series D Warrants) shall vest on March 1, 2023 (the “Second Vesting Date”) and be exercisable as of the Second Vesting Date and for three (3) years thereafter, 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 Third 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; 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$2.025 [1.5 (one point five) of Series 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 D Warrants, still unexercised (and in such event vesting of any such unexercised Series 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 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.

  • Time Vesting The restrictions shall lapse with respect to the Shares of Restricted Stock covered by this Award, in the installments set forth in the Award Agreement, provided that G▇▇▇▇▇▇’s service as a Director of the Company and its Subsidiaries continues through the specified dates.

  • Option Vesting Options shall vest as follows: (a) 100% of the Options shall vest on the 1st anniversary of the Grant Date; (b) In the event of any change in control, merger or consolidation between the Company and any other entity (other than one in which the stockholders of the Company prior to such transaction receive, in exchange for their Company shares, stock of the surviving corporation and such stock constitutes more than 50% of the outstanding stock of the surviving corporation following such transaction), or any sale by the Company of all or substantially all of its assets, all Options then held by the Director that have not theretofore vested shall vest five days prior to the earlier of (i) the record date, if any, for such transaction and (ii) the closing date of such transaction, both subject to Section 4(a).

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.

  • Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.