Mandatory Exercise Right Sample Clauses

A Mandatory Exercise Right clause requires a party to exercise a specific contractual right or option under certain predefined conditions. Typically, this means that if certain triggers occur—such as a change in ownership, a financial threshold being met, or the passage of a set period—the party must take a particular action, like purchasing shares or converting debt to equity. This clause ensures that the intended transaction or event occurs automatically when the conditions are met, thereby providing certainty and reducing the risk of disputes or delays over whether the right should be exercised.
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 ma...
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Mandatory Exercise Right. Subject to the provisions of this Section 5 and Section 7, the Company will have the right (the “Mandatory Exercise Right”), exercisable at its election, to designate any Business Day on or after the Mandatory Exercise Trigger Date as an Exercise Date for the exercise (such an exercise, a “Mandatory Exercise”) of all, or any Authorized Denomination, of (1) the outstanding First Tranche Warrants, but only if (x) the Liquidity Condition is satisfied; and (y) the Last Reported Sale Price per share of Common Stock exceeds two hundred percent (200%) of the Strike Price then in effect on each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Mandatory Exercise Notice Date for such Mandatory Exercise (the conditions set forth in the preceding clause (x) and (y), together, the “Mandatory Exercise Condition”); and (2) the outstanding Second Tranche Warrants, but only if (x) the Mandatory Exercise Condition has been satisfied; and (y) the Mandatory Exercise Notice Date for such Mandatory Exercise occurs during the Second Tranche Warrants Exercise Period.
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Related to Mandatory Exercise Right

  • 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 ▇, ▇, ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇) 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 executed and delivered by holder and constitutes a valid and legally binding obligation of holder, enforceable against holder in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The right to require exercise of the Warrants is hereby declared by the parties hereto to be a unique right, the loss of which is not readily susceptible to monetary quantification. Consequently, the parties hereto agree that an action for specific performance of the exercise and purchase obligations created by this Section 5 is an available remedy for the breach of the provisions of this Section 5. If the Company is forced to institute legal proceedings to enforce its rights in accordance with the provisions of this Section 5, it shall be entitled to recover its reasonable attorneys' fees and court costs incurred in enforcing such rights. (d) Holder is executing this Warrant Certificate in order to make and agree to the covenants, representations and warranties of holder contained in this Section 5, which shall be binding upon the holder's successors and assigns.

  • Failure to Exercise Rights No delay in exercising, or omission to exercise, any right, power or remedy accruing to either party under the Trust Fund Grant Agreement upon any default shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence in such default. No action of such party in respect of any default, or any acquiescence by it in any default, shall affect or impair any right, power or remedy of such party in respect of any other or subsequent default.

  • Exercise Rights The Holder will have the right to exercise this Warrant to purchase shares of Common Stock as set forth below.

  • Term Automatic Cashless Exercise Upon Expiration 5.1.1 This Warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the 270-day period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until 270 days after the effective date of the Company’s initial public offering. 5.1.2 In the event that, upon the Expiration Date, the fair market value (as determined pursuant to Section 1.3 above) of one Share (or other security issuable upon the exercise hereof) is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised.

  • Automatic Cashless Exercise upon Expiration In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.