Reset. On the Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination. Upon such reset of the Exercise Price pursuant to this Section 3(j), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 3(j). For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 3(j), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.
Appears in 3 contracts
Samples: Series B Common Stock Purchase Warrant (Glucotrack, Inc.), Series B Common Stock Purchase Warrant (Elevai Labs Inc.), Series B Common Stock Purchase Warrant (Elevai Labs Inc.)
Reset. On the 11th Trading Day following each of (i) the later of (A) the Shareholder Approval Date and (B) the Effective Date and (ii) each subsequent date that a Registration Statement is declared effective by the Commission (or any subsequent dates that clauses (b) through (c) of the definition of Effective Date would otherwise apply to any unregistered Registrable Securities), if any (each such Trading Day, a “Reset Date”), the Exercise Price shall be adjusted reduced (but in no event increased) to equal the lower lowest of (i) the Exercise Price then in effect and (ii) the greater of (Y) the Floor Price and (Z) the lowest VWAP during the 10 Trading Days immediately prior to the applicable Reset Price determined as of Date (each such price the date of determination“Reset Price” and each such period, a “Reset Period”). Upon such reset of the Exercise Price pursuant to this Section 3(j3(g), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the a Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 3(j3(g). For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 3(j3(g), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.
Appears in 2 contracts
Samples: Security Agreement (Transcode Therapeutics, Inc.), Security Agreement (Transcode Therapeutics, Inc.)
Reset. On the Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination. Upon such reset of the Exercise Price pursuant to this Section 3(j3(l), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 3(j3(l). For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 3(j3(l), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.
Appears in 2 contracts
Samples: Series a Common Stock Purchase Warrant (Glucotrack, Inc.), Series a Common Stock Purchase Warrant (Elevai Labs Inc.)
Reset. On Beginning on the Shareholder Approval Date and ending on the Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination. Upon such reset of the Exercise Price pursuant to this Section 3(j), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 3(j). For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 3(j), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.
Appears in 2 contracts
Samples: Warrant Agreement (Algorhythm Holdings, Inc.), Warrant Agreement (Algorhythm Holdings, Inc.)
Reset. On the Reset DateDate (as such term is defined in the Series B Warrants), the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination. Upon such reset of the Exercise Price pursuant to this Section 3(j2(d), the number of Warrant Shares issuable hereunder immediately prior to such reset shall be increased such that adjusted to the aggregate number of Common Shares determined by multiplying the Exercise Price then in effect at issuance by the number of Warrant Shares acquirable upon exercise of this Warrant on immediately prior to such reset and dividing the Issuance Date for product thereof by the Warrant Shares then outstanding shall remain unchanged following Exercise Price resulting from such reset. .
(i) Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period (as such term is defined in the Series B Warrants) shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(j2(d). For the avoidance of doubt, following the calculation of the Reset Price and Reset Share Amount pursuant to this Section 3(j2(d)(i), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price and Reset Share Amount shall apply to such exercised Warrants.
Appears in 2 contracts
Samples: Series a Warrant (Nature's Miracle Holding Inc.), Series a Warrant (Nature's Miracle Holding Inc.)
Reset. On the Reset Date, the Exercise Price for this Warrant shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determinationReference Price. Upon such reset of the Exercise Price pursuant to this Section 3(j3(h), the number of Warrant Shares issuable hereunder immediately prior to such reset shall be increased such that adjusted to the aggregate number of Ordinary Shares determined by multiplying the Exercise Price then in effect at issuance by the number of Warrant Shares acquirable upon exercise of this Warrant on immediately prior to such reset and dividing the Issuance Date for product thereof by the Warrant Shares then outstanding shall remain unchanged following Exercise Price resulting from such reset. .
i. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, and (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Reference Price for such exercised Warrants shall be calculated pursuant to this Section 3(j3(h). For the avoidance of doubt, following the calculation of the Reset Reference Price pursuant to this Section 3(j3(h)(i), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Reference Price shall apply to such exercised Warrants.
Appears in 2 contracts
Samples: Ordinary Share Purchase Warrant (U-Bx Technology Ltd.), Ordinary Share Purchase Warrant (Global Mofy AI LTD)
Reset. On the Reset Date, the Exercise Price shall be adjusted to equal the lower lowest of (i) the Exercise Price then in effect and effect, (ii) the Reset Price determined as of the date of determinationdetermination and (iii) the lowest VWAP during the period commencing five (5) consecutive Trading Days immediately preceding the Reset Date. Upon such reset of the Exercise Price pursuant to this Section 3(j), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 3(j). For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 3(j), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.
Appears in 1 contract
Samples: Series B Common Stock Purchase Warrant (Glucotrack, Inc.)
Reset. On Beginning on the Shareholder Approval Date and ending on the Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination. Upon such reset of the Exercise Price pursuant to this Section 3(j3(k), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 3(j3(k). For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 3(j3(k), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.
Appears in 1 contract
Samples: Series a Common Stock Purchase Warrant (Algorhythm Holdings, Inc.)
Reset. On the Reset Date, the Exercise Price shall be adjusted to equal the lower lowest of (i) the Exercise Price then in effect and effect, (ii) the Reset Price determined as of the date of determinationdetermination and (iii) the lowest VWAP during the period commencing five (5) consecutive Trading Days immediately preceding the Reset Date. Upon such reset of the Exercise Price pursuant to this Section 3(j3(k), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 3(j3(k). For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 3(j3(k), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.
Appears in 1 contract
Samples: Series a Common Stock Purchase Warrant (Glucotrack, Inc.)
Reset. On the Reset Date, Date (as such term is defined in the Series B Warrants) the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determinationPrice. Upon such reset of the Exercise Price pursuant to this Section 3(j2(d), the number of Warrant Shares issuable hereunder immediately prior to such reset shall be increased such that adjusted to the aggregate number of Common Shares determined by multiplying the Exercise Price then in effect at issuance by the number of Warrant Shares acquirable upon exercise of this Warrant on immediately prior to such reset and dividing the Issuance Date for product thereof by the Warrant Shares then outstanding shall remain unchanged following Exercise Price resulting from such reset. .
(i) Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period (as such term is defined in the Series B Warrants) shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(j2(d). For the avoidance of doubt, following the calculation of the Reset Price and Reset Share Amount pursuant to this Section 3(j2(d)(i), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price and Reset Share Amount shall apply to such exercised Warrants.
Appears in 1 contract
Reset. On the Reset Date, Date (as such term is defined in the Series B Warrants) the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination. Upon such reset of the Exercise Price pursuant to this Section 3(j2(d), the number of Warrant Shares issuable hereunder immediately prior to such reset shall be increased such that adjusted to the aggregate number of Common Shares determined by multiplying the Exercise Price then in effect at issuance by the number of Warrant Shares acquirable upon exercise of this Warrant on immediately prior to such reset and dividing the Issuance Date for product thereof by the Warrant Shares then outstanding shall remain unchanged following Exercise Price resulting from such reset. .
(i) Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period (as such term is defined in the Series B Warrants) shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(j2(d). For the avoidance of doubt, following the calculation of the Reset Price and Reset Share Amount pursuant to this Section 3(j2(d)(i), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price and Reset Share Amount shall apply to such exercised Warrants.
Appears in 1 contract