Required Exercise. Notwithstanding any other provision of this ------------------ Agreement, if the Bank's capital falls below the minimum requirements as determined by the primary federal or state regulator of the Corporation or the Bank (the "Regulator"), the Regulator may direct the Corporation to require the Warrant Holder to exercise or forfeit his or her Warrant. The Corporation will notify the Warrant Holder within 45 days from the date the Regulator notifies the Corporation in writing that the Warrant Holder must exercise or forfeit his or her Warrant. The Corporation will cancel the Warrant if it is not exercised within 21 days of the Corporation's notification to the Warrant Holder. The Corporation agrees to comply with any Regulator's request that the Corporation invoke its right to require the Warrant Holder to exercise or forfeit his or her Warrant under the circumstances stated above.
Required Exercise. After January 31, 2015, the Company may from time to time upon a written notice to the Holder require Holder to exercise of some or all of this Warrant under Section 2(a) using the cashless procedure specified in Section 2(c) (a “Notice of Required Exercise”) if the last sales price of the Common Stock equals or exceeds $2.63 on the Trading Day immediately preceding the date the Notice of Required Exercise is delivered and the VWAP for the Common Stock has equaled or exceeded $2.63 for the prior thirty (30) consecutive Trading Days immediately prior to the date the Notice of Required Exercise is delivered. On the first Trading Day thereafter the Holder shall deliver a Notice of Exercise to the Company exercising this Warrant in whole or part as specified in the Notice of Required Exercise, subject to the Beneficial Ownership Limitation. Any portion of this Warrant that cannot be exercised by Holder to the extent specified in the Notice of Required Exercise because of the Beneficial Ownership Limitation, shall be exercised by Holder at the time or times thereafter if and when the Beneficial Ownership Limitation would not then be exceeded, provided that this Warrant may not in any event be exercised after the close of business on the Termination Date. Further, there will be no required exercise on any day if the VWAP used to calculate the cashless exercise pursuant to Section 2(c) would be less than $2.63 per share.
Required Exercise. Notwithstanding any other provision of this Agreement, if at any time while this Warrant is outstanding, (i) the Federal Deposit Insurance Corporation, or (ii) the Georgia Department of Banking and Finance makes a formal capital call upon the Bank, the Warrant Holder will exercise this Warrant in whole or in part as may be needed for additional required capital, or the Warrant shall be forfeited. The number of shares of Common Stock as to which the Warrant shall be exercised by each warrant holder to meet the capital call will be calculated pro rata on the basis of the number of shares of Common Stock subject to a Warrant held by each warrant holder. The exercise price for shares of Common Stock purchased upon such exercise will be equal to the greater of the Exercise Price determined pursuant to Section 2 hereof or the then-current book value per share of the Common Stock. Any portion of this Warrant not required to be exercised under the terms of any such capital call may be exercised under the original terms of this Warrant.
Required Exercise. Notwithstanding any other provision hereof, if the Company achieves a Milestone before the expiration of the Escrow Period, then the Subscriber shall, on a pro rata basis with the other Investors, exercise the Warrants in the aggregate amount of at least US$950,000 (i.e., at least 760,000 Warrants at US$1.25 per Share) within 30 days after receipt by the Subscriber of written notice (the "Exercise Notice") from the Company that it has achieved a Milestone; provided, however, that such exercise date shall not occur before 90 days after the Purchase and Sale Closing. Further provided, that if the share price of the Shares, as quoted on the NASDAQ Over-the-Counter Bulletin Board (or other exchange on which the Shares are traded) on the date the Company achieves a Milestone, is less than US$1.25 per Share, then the directors of the Company may, in their sole discretion, allow the Investors to purchase, on a pro rata basis, Shares at the then market price, in the aggregate amount of US$950,000.
Required Exercise. Notwithstanding any other provision of this Agreement, if at any time while this Warrant is outstanding, (i) the Board of Governors of the Federal Reserve System makes a formal capital call upon the Company or (ii) the Office of the Comptroller of the Currency makes a formal capital call upon the Bank, the Holder will exercise this Warrant in whole or in part as may be needed for additional required capital, or the Warrant shall be forfeited. The number of shares of Common Stock as to which the Warrant shall be exercised by each Holder to meet the capital call will be calculated pro rata on the basis of the number of shares of Common Stock subject to a Warrant held by each Holder. The exercise price for shares of Common Stock purchased upon such exercise will be equal to the greater of the Exercise Price determined pursuant to Section 2 hereof and the then-current book value per share of the Common Stock. Any portion of this Warrant not required to be exercised under the terms of any such capital call may be exercised under the original terms of this Warrant.
Required Exercise. Notwithstanding anything herein to the contrary, if after the second (2nd) anniversary of the date of this Warrant, the fair market value (as defined in Section 2.2) of a share of Common Stock for any 30 consecutive trading days (a “Measurement Period”) exceeds 200% of the then-effective Exercise Price, the Company may, within five (5) trading days after any such period, deliver written notice to all (and not less than all) of the holders of the then-outstanding Warrants (as such term is defined in the Purchase Agreement), including the Holder (a “Required Exercise Notice” and the date such notice is received by the Holder, the “Required Exercise Notice Date”) to cause all holders of the Warrants to exercise such Warrants for all (and not less than all) Exercise Shares represented by such Warrants. In the event the Company delivers a Required Exercise Notice in accordance with this Section 2.3, the Holder shall exercise this Warrant in accordance with Section 2.1 in full within five (5) trading days after the Required Exercise Notice Date. If the Holder has not exercised this Warrant in accordance with the preceding sentence by the end of such five (5) trading day period, then this Warrant shall be deemed to have been exercised in full pursuant to Section 2.2 as of the fifth (5th) trading day after the Required Exercise Notice Date. The Company may only effect a Required Exercise Notice if the Common Stock is then listed for trading on the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq National Market, the Nasdaq Capital Market, the New York Stock Exchange and/or the American Stock Exchange (or their respective successors) and, to the extent required by the Purchase Agreement, a Registration Statement (as such term is defined in the Purchase Agreement) is effective at all times during the applicable Measurement Period through and including the fifth trading day after the Required Exercise Notice Date.
Required Exercise. The Company may require this warrant to be exercised at any time after May 1, 2007 upon not less than 30 days’ advance written notice to Holder (a “Notice of Required Exercise”), provided that (a) a registration statement with the Securities and Exchange Commission is then in effect as to the shares of Common Stock underlying the Warrant and will be in effect as of a date 30 days from the date of the Notice of Required Exercise; (b) for a period of not less than 10 consecutive trading days prior to the date of the Notice of Required Exercise, the Common Stock has closed at a price of $4.00 per share or higher; and (c) the Common Stock is listed on a national securities exchange and trading of the Common Stock on such exchange has not been suspended. All warrants not exercised within 30 days of the Notice of Required Exercise will be cancelled.
Required Exercise. The Company may require this warrant to be exercised at any time upon not less than 30 days’ advance written notice to the holder of this Warrant (a “Notice of Required Exercise”), on condition that all of the following are true: (a) a registration statement with the Securities and Exchange Commission is then in effect as to the shares of Common Stock underlying the Warrant and will be in effect as of a date 30 days from the date of the Notice of Required Exercise and (b) the Common Stock is listed on a national securities exchange and trading of the Common Stock on such exchange has not been suspended. All warrants not exercised within 30 days of the Notice of Required Exercise will be cancelled.
Required Exercise. The Company will be entitled to require all Holders to exercise the Warrants, in full and not in part, if the daily volume weighted average price of the Common Stock on the Nasdaq Stock Market as reported by Nasdaq is above $3.00 per share (the "Required Exercise Price") for thirty (30) consecutive trading days. The Company will notify the Holders of its intention to exercise this right in accordance with Section 18(d). Upon receipt of such notice, the Holders shall exercise their Warrants, by the surrender of this Warrant together with payment of the aggregate Exercise Price, by no later than the close of business on the fifth business day following the date of the Company's notice. The Required Exercise Price shall be adjusted to take into account any stock splits that are effected with respect to the Common Stock while this Warrant is outstanding, including but not limited to the reverse stock split contemplated by Section 2.2(c)(iii) of the Purchase Agreement. By way of example, if such reverse stock split is effected in the ratio of ten (10) for one (1), the Required Exercise Price shall be adjusted to equal $30.00 per share.
Required Exercise. The Warrantholder and the Parent hereby mutually agree that, if at anytime following the date hereof and until the fifth anniversary of the date of issuance (the "Final Exercise Date"), the average of the daily high bid and low asked prices of the Common 13 Stock is $1.25 or higher for each of 20 consecutive trading days as reported on the Over-the-Counter (OTC) trading system, all remaining unexercised Penalty Warrants (if any) shall be exercised and payment will be made as outlined above within forty-five (45) days after the Parent delivers notice of the foregoing to the Warrantholder. In the event that a Warrantholder fails to exercise any of the Warrants as required under this Section 4.6(c), the Parent may (but is not obligated to), upon written notice to such Warrantholder (a) cancel on its books the Warrant Certificates subject to the Penalty Warrants, (b) effect the exercise of any such unexercised Penalty Warrants (if any) in accordance with the Cashless Exercise procedures set forth below and (c) deliver any proceeds from the Cashless Exercise to the Warrantholder(s) at the address specified by the Warrantholder(s).
