Forced Exercise i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section.
ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, ...
Forced Exercise. At any time after the fourth anniversary of the Original Issue Date, the Company shall be entitled to require all Holders, and each Holder shall be obligated if the Company so elects, to exercise the Warrants then held by such Holder, in whole or in part, by delivering notice (the “Forced Exercise Notice”) to each Holder, if, and only if, the Fair Market Value of a share of Common Stock equals or exceeds two times the Exercise Price ($13.00 per share on the Original Issue Date) (as the Exercise Price may subsequently be adjusted pursuant to Section 4 hereof) on the third trading day prior to the date on which the Company delivers the Forced Exercise Notice. A Forced Exercise Notice shall be mailed, by registered or certified mail, return receipt requested, to all of the Holders at their respective addresses appearing on the Warrant Register or books or transfer records of the Company or such other address designated in writing by the Holder. The Forced Exercise Notice shall specify the number of Warrants to be exercised and the as-adjusted Exercise Price. Warrants shall be considered exercised on the date of the Forced Exercise Notice. Holders shall notify the Company, pursuant to the instruction in the Forced Exercise Notice, within ten (10) Business Days of the date of the Forced Exercise Notice as to the payment method such Holder is electing with respect to the payment of the Aggregate Exercise Price in accordance with Section 3.3(b).
Forced Exercise. In the event the Company’s Common Stock shall trade at least 50,000 shares per day at an average price of at least $.75 per share for a period of 20 consecutive trading days, then the Company shall have the right to require the Holder to exercise this Warrant in its entirety. Notwithstanding the foregoing, the Company shall only have a right to require the Holder to exercise this Warrant to the extent that the shares of Common Stock issuable upon exercise hereof are either registered for resale under the Securities Act or may be sold without restriction based upon exemption from the Federal securities laws. The Company shall have a period of five days from the Trigger Event to give notice to the holder electing to force the exercise of this Warrant. The Holder will then have a period of 30 calendar days in which to exercise this Warrant and pay the exercise price to the Company.
Forced Exercise. Notwithstanding anything to the contrary contained in Section 2A, from and after the Date of Issuance, the Company shall be entitled to force the exercise of the Warrant by providing not less than thirty (30) days prior written notice to the Registered Holder (the “Forced Exercise Notice”), provided, however, that the Registered Holder shall not be forced to exercise such purchase rights at any time when the Current Market Price of a share of Common Stock of the Company on the date of the Forced Exercise Notice is lower than three (3) times the Exercise Price.
Forced Exercise. Section 5 of the Warrant is amended in its entirety to read as follows:
Forced Exercise. The Warrantholder hereby understands and covenants that in the event the Common Stock of the Company is trading at an average of at least $3.00 per share for a period of not less than 20 consecutive trading days, the Warrantholder shall be required to fully exercise this Warrant within ten (10) business days following the 20th trading day. The Warrantholder shall furnish the Company with a completed and fully executed Form of Exercise Agreement attached to this Warrant and remit the funds pursuant to the Form of Exercise Agreement and the terms of this Warrant.
Forced Exercise. The Company can force exercise this Warrant upon five days advance written notice (during which period the Warrant will remain exercisable) if the VWAP exceeds $3.75 per share for twenty (20) consecutive Trading Days and the daily average trading volume of the Common Stock exceeds One Hundred Thousand Dollars ($100,000) in aggregate value for such period. Notwithstanding any other provision of this Warrant, the Warrant holder may not be forced to exercise this Warrant if such exercise would cause Warrant holder’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of Common Stock of the Company to exceed 4.9% of its total issued and outstanding voting shares.”
Forced Exercise. (i) After the Effective Date, if the Conditions to Forced Exercise have been satisfied, the Corporation may force exercise of this Warrant by the Holder, in whole or in part, as set forth in this Section 2(f), by delivering to the Holder a notice thereof in the form annexed hereto (“Forced Exercise Notice”), duly completed and executed on behalf of the Company. Within twenty (20) days after receipt of the Forced Exercise Notice, the Holder shall deliver to the Company the Notice of Exercise for the Forced Shares applicable to this Warrant. If at any time prior to the delivery of the Notice of Exercise by the Holder, the Conditions to Forced Exercise cease to be met, the Forced Exercise Notice shall be deemed to have been revoked.
(ii) If the Company forces an exercise pursuant to this Section 2(f), it must then simultaneously take the same action with respect to any other warrants issued pursuant to the Purchase Agreement.
(iii) For purposes of this Section 2(f):
Forced Exercise. If (i) a registration is demanded by Holder pursuant to that certain Registration Rights Agreement dated as of the date hereof by and among the Holder and the Company, (ii) the volume weighted average sales price per share of the Common Stock (as reported, absent manifest error, on the OTCBB or any other internationally recognized exchange or market upon which the Common Stock is then listed) for the thirty (30) Trading Days prior to the effective date of such registration statement is equal to or greater than $1.00 per share and (iii) the Company delivers a written notice to Holder stating its intent to force the Holder to exercise this Warrant under this Section 2(g) within ten (10) business days of Holder demanding a registration, then, contingent upon such registration statement being declared effective, Holder shall exercise this Warrant for at least that number of shares of Common Stock equal to twenty-five percent (25%) of the Warrant Coverage Amount divided by the Exercise Price; provided, however, that the Company shall be able to force the Holder to exercise this Warrant under this Section 2(g) one (1) time only.
Forced Exercise. Notwithstanding anything to the contrary contained in Section 2A, from and after the Date of Issuance, the Company shall be entitled to force the partial exercise of the Warrant Quantity by (a) providing not less than thirty (30) days prior written notice to the Registered Holder (the “Forced Exercise Notice”) and (b) requiring exercise of an amount not to exceed 3.33% of the aggregate trading volume of shares of Common Stock of the Company for the ninety (90) days preceding date of the Forced Exercise Notice, provided, however, that the Registered Holder shall not be forced to exercise such purchase rights at any time when (i) the Current Market Price of a share of Common Stock of the Company on the date of the Forced Exercise Notice is lower than three (3) times the Exercise Price or (ii) the aggregate number of shares of Common Stock of the Company required to be exercised exceeds 4.99% of the Warrant Quantity.
