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 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) 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 e...
Mandatory Exercise. The Company shall have the option, subject to the Equity Conditions, to cause the Holder to exercise the Warrant (“Mandatory Exercise”) in whole or in part upon written notice (“Mandatory Exercise Notice”). For purposes of this Warrant, “Equity Conditions” means: (i) no breach under any of the Transaction Documents shall have occurred, (ii) the last closing sale price of the Common Stock has been equal to or greater than $2.00 per share (subject to adjustments for splits, dividends, recapitalizations and similar events) for consecutive 10 Trading Days immediately prior to the date on which the Mandatory Exercise Notice is given to the Holder (the “10 Day Consecutive Period”), (iii) on each Trading Day during the 10 Day Consecutive Period, the total daily trading dollar volume was at least $1,000,000, and (iv) during each day of the 10 Day Consecutive Period and through the date of the Mandatory Exercise shall occur, the Company must have an effective registration statement with a current prospectus in compliance with Sections 5 and 10 of the Securities Act on file with the SEC pursuant to which the Warrant Shares may be sold. The Mandatory Exercise Notice shall specify a date, which shall not be less than 30 days from the date such Mandatory Exercise Notice is received by the Holder on which such Mandatory Exercise shall occur. The Company’s right to require a Mandatory Exercise shall be subject to and may be limited by Section 2(e) above.
Mandatory Exercise. Notwithstanding any other provision hereof, the Holder shall, upon the request of the Company, fully exercise this Warrant concurrently with the closing of a Qualified Public Offering.
Mandatory Exercise. This Warrant shall be exercised to shares of common stock of the Company at the Exercise Price when the Company’s common stock closes at a price of $4.00 per share or higher for a period of 30 consecutive trading days and if the Registration Statement covering the shares underlying the Warrants is still effective, subject to the limit of Warrant Holder’s beneficial ownership set forth in this Section 5(e) and 5(f).
Mandatory Exercise i. At the Company’s election, the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised (a “Mandatory Exercise”) into fully paid, validly issued and nonassessable Warrant ADSs or Warrant Shares [or Pre-Funded Warrants] in accordance with Section 2(d) hereof, at the Exercise Price in effect upon achievement of the Mandatory Exercise Event.
ii. The Company may effect this Mandatory Exercise under Section 2(c)(i) by delivering a written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice”) within five (5) Business Days following the Trading Day on which the Mandatory Exercise Event occurred (the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall include (i) the aggregate number of Warrant ADSs/Warrant Shares subject to such Mandatory Exercise (the “Mandatory Exercise Amount”) and (ii), to the satisfaction of the Holder, reasonable documentation to evidence that the Mandatory Exercise Event was achieved. Upon receipt of the Mandatory Exercise Notice, the Holder shall exercise this Warrant in accordance with Section 2(d) at any time prior to the Warrant Exercise Deadline, provided, however, that if the Mandatory Exercise Notice is delivered within five (5) Business Days prior to the Warrant Exercise Deadline, the Warrant Exercise Deadline shall be automatically extended by five (5) Business Days.
Mandatory Exercise. (a) In the event the Market Price of the Common Stock for twenty (20) consecutive trading days is equal to at least $15.00 per share (as appropriately adjusted for stock splits, stock dividends, combinations, recapitalizations, reclassifications, mergers, consolidations and other similar events), the Company shall have the right to cause the exercise of the Warrants at any time thereafter by the Warrantholders by giving written notice to each Warrantholder of such election (a "Mandatory Exercise Election Notice"); provided that the ---------------------------------- Warrant Shares issuable upon such exercise shall have been Registered (as defined) and listed on each securities exchange, over-the-counter market or on the NASDAQ National Market on which similar Securities issued by the Company are then listed. "Registered" refers to a registration effected by preparing and ---------- filing with the SEC, a registration statement in compliance with the Securities Act, as amended, and the declaration or ordering by the Commission of the effectiveness of such registration statement.
Mandatory Exercise. In the event that:
(i) the average closing price of the ordinary shares of the Company equals or exceeds $0.675 per share, during a period of 90 consecutive days (the “Period”); and
(ii) the trade volume of the ordinary shares of the Company is at least $1 million during the Period; and
(iii) either the Company registered the Holder’s ordinary shares in the Company or the Warrant Shares under the Securities Act of 1933 making such shares transferable without any restrictions, or 12 months from the date hereof have elapsed; the Holder must exercise this Warrant within 14 days from the end of the Period, or the Warrant will expire (as the sole and only consequence in the event the Holder does not exercise the Warrant). The Company shall notify the Holder within 2 days of the end of the Period that the mandatory exercise provisions of this Section 4c. is effective.
Mandatory Exercise. The Company may require the Holder to exercise the Warrants, if, after the Issuance Date, (i) the Common Stock closes above $1.25 per share on the Principal Market each Trading Day for 10 consecutive Trading Days (the “10 Day Period”) prior to the Termination Date, (ii) during the 10 Day Period, the average daily volume must exceed $75,000 and (iii) there is an effective registration statement covering the shares underlying this Warrant. The Company shall give the Holder 5 days written notice if the foregoing conditions are met, and the Holder shall have 10 days from the date of receipt of the notice to pay the Exercise Price on the Warrants in which case the Company shall issue and deliver to the Holder the shares of Common Stock in the time and manner required by this Warrant. Any Warrants not exercised prior to the end of such 10 day period will expire.
Mandatory Exercise. In the event the share price of the Company’s Common Stock closes at or above the Exercise Price for 20 consecutive trading days, then the Company shall have the option to require exercise of the Common Stock Warrant within 10 business days in accordance with Section 1 (a) of this Agreement. If the Warrants have not been exercised within ten (10) business days after receiving written notice from the Company that it is exercising its right to require exercise of the Warrants, the Warrants shall be cancelled.
Mandatory Exercise. If on any date prior to the Expiration Date the volume weighted average price of one share of Common Stock traded on a Principal Market (as defined below) for a twenty (20) consecutive Trading Day period (“VWAP”) equals or exceeds One Dollar and Twenty-Five Cents ($1.25) (the “Mandatory Exercise Price”), the Company shall notify the Holder and, for a period of fifteen (15) days after such date, the Company shall have the right (but not the obligation) to require the Holder to exercise all (but not less than all) of the Warrant Shares, whether vested or unvested, by providing written notice of such requirement to the Holder, and all of the Warrant Shares shall automatically be vested and become exercisable regardless of whether such Warrant Shares had previously vested (other than any Warrant Shares that have been forfeited pursuant to Sections 1(a) and (b) above), and the Holder shall exercise the Warrant Shares within ninety (90) days of receipt of written notice of such requirement from the Company.
