Common use of Mandatory Exercise Right Clause in Contracts

Mandatory Exercise Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for thirty (30) consecutive Trading Days (as defined below) is equal to or greater than $3.00, to deliver a written notice (the "Mandatory Exercise Notice") to the Holder requiring such Holder to exercise this Warrant in accordance with Section 1 hereof at any time during a thirty (30) Trading Day period following the date of such Mandatory Exercise Notice (the "Exercise Date"); provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) consecutive Trading Days prior to the Calculation Date and (y) at all times during such thirty (30) consecutive Trading Day period and continuing through the Exercise Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded; and provided, further, that the Holder shall be required to exercise only that portion of this Warrant that is equal to ten percent (10%) of the average trading volume of the Common Stock over the thirty (30) consecutive Trading Days immediately preceding the Calculation Date. The Company may not deliver more than one Mandatory Exercise Notice during any thirty (30) Trading Day period. Nothing in this Section 2(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Mandatory Exercise Notice. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Mandatory Exercise Right. The Company shall be entitled, on any day following the eighteen (18) month anniversary of the "Calculation Date") Issue Date on which the average Closing Bid Price (as defined below) of the Common Stock for thirty during the ten (3010) consecutive Trading Days trading day period ending on the trading day immediately preceding such date (as defined belowthe ACalculation Date@) is equal to or greater than $3.00170% of the Exercise Price (subject to adjustment in accordance with Section 4 hereof), to deliver a written notice (the "Mandatory AMandatory Exercise Notice"Notice@) to the Holder requiring such Holder to exercise this Warrant in accordance with Section 1 hereof at any time during a thirty on the date which is twenty (3020) Trading Day period trading days following the date of such Mandatory Exercise Notice (the "Exercise Date"AExercise Date@); provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) consecutive Trading Days trading days prior to the such Calculation Date and (y) at all times during such thirty ten (3010) consecutive Trading Day trading day period of time and continuing through the Exercise Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded; and provided, further, however, that on the Holder shall be required to exercise only that portion Exercise Date, the Closing Bid Price of this Warrant that the Common Stock is equal to ten or greater than one hundred fifty percent (10150%) of the average trading volume of the Common Stock over the thirty Exercise Price (30) consecutive Trading Days immediately preceding the Calculation Date. The Company may not deliver more than one Mandatory Exercise Notice during any thirty (30) Trading Day periodsubject to adjustment in accordance with Section 4 hereof). Nothing in this Section 2(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Mandatory Exercise Notice. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Mandatory Exercise Right. The Company shall be entitled, on any day following the Issue Date on which the average Closing Bid Price of the Common Stock during the ten (10) consecutive trading day period ending on the trading day immediately preceding such date (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for thirty (30) consecutive Trading Days (as defined below) is equal to or greater than $3.00125% of the Exercise Price (subject to adjustment in accordance with Section 4 hereof), to deliver a written notice (the "Mandatory Exercise Notice") to the Holder requiring such Holder to exercise this Warrant in accordance with Section 1 hereof at any time during a thirty on the date which is ten (3010) Trading Day period calendar days following the date of such Mandatory Exercise Notice (the "Exercise Date"); providedPROVIDED, howeverHOWEVER, that the Company shall have such right if and only if (x) for a period of thirty (30) consecutive Trading Days prior to the Calculation Date and (y) if, at all times during such thirty ten (3010) consecutive Trading Day calendar day period of time and continuing through the Exercise Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder Holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded; and providedPROVIDED, furtherFURTHER, HOWEVER, that on the Holder shall be required to exercise only that portion of this Warrant that is equal to ten percent (10%) of Exercise Date, the average trading volume Closing Bid Price of the Common Stock over is equal to or greater than 125% of the thirty Exercise Price (30) consecutive Trading Days immediately preceding subject to adjustment in accordance with Section 4 hereof). In exercising this Warrant, the Calculation Date. The Holder shall pay to the Company may not deliver an aggregate exercise price of no more than one Mandatory Exercise Notice during any thirty (30) Trading Day period. Nothing in this Section 2(b) shall prohibit exercise of $150,000 each month for the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Mandatory Exercise Notice. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationShares.

Mandatory Exercise Right. The Company shall be entitled, Subject to the limitations on any day exercise set forth in Section 1 hereof and so long as for at all times during the period beginning ninety (90) days prior to the "Calculation Date") on which the Closing Price Forced Exercise Trigger Date (as defined below) of and ending on the Common Stock for thirty (30) consecutive Trading Days Company Exercise Date (as defined below) is equal to or greater than $3.00, to deliver a written notice (i) all of the "Mandatory Exercise Notice") to the Holder requiring such Holder to exercise this Warrant in accordance with Section 1 hereof at any time during a thirty (30) Trading Day period following the date shares of such Mandatory Exercise Notice (the "Exercise Date"); provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) consecutive Trading Days prior to the Calculation Date and (y) at all times during such thirty (30) consecutive Trading Day period and continuing through the Exercise Date, the Warrant Shares Common Stock issuable upon exercise of the Warrants Investment Option are then (ix) authorized and reserved for issuance, (iiy) registered for resale under the Securities 1933 Act of 1933, as amended, by the holder of this Warrant the Investment Option (or may otherwise be resold publicly without restriction) and (z) eligible to be traded on the Nasdaq National Market ("Nasdaq"), the New York Stock Exchange ("NYSE"), the American Stock Exchange ("AMEX") or the Nasdaq Small Cap Market ("Nasdaq SmallCap") and (ii) there is not then a continuing Mandatory Redemption Event (as defined in the Debenture) or Trading Market Redemption Event (as defined in the Debenture), then, at any time after April 27, 2001 (subject to extension for each Trading Day following effectiveness that sales of all of the Warrant Shares may Registrable Securities (as defined in the Registration Rights Agreement) cannot be made continuously thereunder pursuant to the Registration Statement (whether by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of the Registration Rights Agreement, during such time periodsan Allowed Delay or otherwise)) and prior to the expiration of the Exercise Period, the Company shall have the right on any Trading Day (a "Forced Exercise Trigger Date") on which, and for a period of twenty (iii20) listed for trading on each principal exchange or market on which consecutive Trading Days prior thereto, the shares of Common Stock of the Company were then traded; and provided, further, that the Holder shall be required to exercise only that portion of this Warrant that is equal to ten percent (10%) of the average trading volume Closing Bid Price of the Common Stock over is greater than 165% of the thirty Exercise Price (30subject to adjustment for stock splits, stock dividends and similar transactions), to deliver written notice (the "Company Exercise Notice") consecutive Trading Days immediately preceding to the Calculation Date. The Company holder of this Investment Option (which notice may not deliver more than one Mandatory Exercise Notice during any thirty be sent to the holder of this Investment Option (30a) Trading Day period. Nothing in until the Company is permitted to exercise this Investment Option pursuant to this Section 2(b) shall prohibit exercise and (b) during any period of time in which the Company is in possession of any information, the disclosure of which could cause a material increase in the Trade Price of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Mandatory Exercise Notice. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Company's Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of unless such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.information is publicly disclosed at