Common use of Mandatory Exercise of Warrants Clause in Contracts

Mandatory Exercise of Warrants. If at any time from and after the date hereof, the closing price of the Company’s Common Stock on the Nasdaq Capital Market (or other national stock exchange or market on which the Common Stock is then listed or quoted) equals or exceeds $15.00 per share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for ten (10) consecutive Trading Days (the "Mandatory Exercise Measuring Period"), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised 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 shares of Common Stock in accordance with Section 10 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise under this Section 5 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the Holder (the "Mandatory Exercise Notice" and the date that the 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 (2nd) 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 from the Holder (the "Mandatory Exercise Amount") pursuant to this Section 11.

Appears in 3 contracts

Samples: Private Placement Subscription Agreement (Orgenesis Inc.), Subscription Agreement (Orgenesis Inc.), Private Placement Subscription Agreement (Convertible Note) (Orgenesis Inc.)

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Mandatory Exercise of Warrants. If at any time from and after the date hereof, the closing price of the Company’s Common Stock on the Nasdaq Capital Principal Trading Market (or other national stock exchange or market on which the Common Stock is then listed or quoted) equals or exceeds $15.00 2.50 per share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) and the corresponding average daily trading volume measured in shares of the Company’s Common Stock during such period shall equal or exceed 75,000 shares, in each case for ten the forty (1040) consecutive Trading Days (the "Mandatory Exercise Measuring Period"), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised 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 shares of Common Stock in accordance with Section 10 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise under this Section 5 11 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the Holder (the "Mandatory Exercise Notice" and the date that the 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 (Ii) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the "Mandatory Exercise Date") and (IIii) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise from the Holder (the "Mandatory Exercise Amount") pursuant to this Section 11.

Appears in 1 contract

Samples: Subscription Agreement (IR-Med, Inc.)

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Mandatory Exercise of Warrants. If at any time from and after the date of issuance of the Warrants hereof, the closing price of the Company’s Common Stock Ordinary Shares on the Nasdaq Capital Market TASE (or other national stock exchange or market on which the Common Stock is Ordinary Shares are then listed or quoted, including by means of ADSs, as defined below) equals or exceeds $15.00 1.5 (one point five) of Series A Exercise Price per share (which amount may be adjusted with regard to Series A Warrants ), 1.5 (one point five) of Series B Exercise Price per share (with regard to Series B Warrants), 1.5 (one point five) of Series C Exercise Price per share (with regard to Series C Warrants) or 1.5 (one point five) of Series D Exercise Price per share (with regard to Series D Warrants) adjusted, if applicable, for certain the Company’s capital events, such as stock splits, as described herein) etc., for ten three (103) consecutive Trading Days trading days (the "Mandatory Exercise Measuring Period"), then the Company shall have the right to require the Holder Mr. Avitbul, and/or any of his Permitted Transferees, to exercise all or any portion of this Warrant Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrants, as the case may be, still unexercised (and in such event vesting of any such unexercised 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 shares of Common Stock in accordance with Section 10 hereof Ordinary Shares, at the Series A, Series B, Series C or Series D Exercise Price as of the Mandatory Exercise Date (as defined belowthe case may be) (a "the “Mandatory Exercise"). The Company may exercise its right to require exercise under this Section 5 ‎3.3 by delivering within not more than five (5) Trading Days trading days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to Mr. Avitbul (which notice for the Holder purposes hereof shall also be deemed a notice to his Permitted Transferees (the "Mandatory Exercise Notice" and the date that the Holder Mr. Avitbul 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 (Ii) the Trading Day trading day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day trading day following the Mandatory Exercise Notice Date (the "Mandatory Exercise Date") and (IIii) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise from the Holder (the "Mandatory Exercise Amount"Warrants”) pursuant to this Section 11‎3.3. If the Mr. Avitbul or any of his Permitted 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.

Appears in 1 contract

Samples: Partnership Agreement (Safe-T Group Ltd.)

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