Required Conversion. If (a) for a forty-five (45) consecutive Trading Day period from and after the date that is forty-five (45) Trading Days prior to the third anniversary of the Closing but prior to the expiration of this Warrant, the daily volume weighted average price of the Common Stock quoted on the Nasdaq Capital Market or any other U.S. exchange on which the Common Stock is listed, whichever is applicable, as posted by Bloomberg L.P. (or such other reference reasonably relied upon by the Company if not so published) is greater than or equal to $10.00 per share and (b) for each of those forty-five (45) consecutive trading days at least an average of Fifty Thousand (50,000) shares of the Common Stock are traded per day during such period (in each case, as appropriately adjusted for stock splits, combinations, reorganizations, reclassifications and the like) (the “Early Termination Event”), then the Company shall have the right, by giving written notice in accordance with Section 18 of the Early Termination Event to the Holder within thirty (30) calendar days of the occurrence of the Early Termination Event, to require such Holder to exercise this Warrant in full pursuant to this Section 2; provided, however, that if on any day during such forty-five consecutive Trading Day period when the condition set forth in the preceding clause (a) is satisfied, the condition set forth in the preceding clause (b) is not satisfied, the Company shall be entitled to treat such day as if it was not a Trading Day for the purposes of determining whether an Early Termination Event has occurred. If, on the 10th business day following written notice from the Company notifying the Holder of the occurrence of the Early Termination Event, the Holder has not elected to exercise this Warrant in full for all the then unexercised Warrant Shares, this Warrant shall be deemed automatically exercised on such 10th business day pursuant to the net exercise provisions in Section 2.3 above; provided, however, that until the Holder has complied with the Warrant delivery and any other obligations under Section 2.1, the Company shall have no obligation to deliver share certificates.
Required Conversion. In the event that the Common Stock trades on the Principal Market at a price greater than 118% of the Fixed Conversion Price for a period of at least five (5) consecutive trading days, then the Borrower may, at its sole option, provide the Holder irrevocable written notice ("CALL NOTICE") requiring the conversion at the Fixed Conversion Price of all or a portion of the Note held by the Holder (subject to the limitation provided for in Section 3.3) as of the date set forth in such Call Notice (the "CALL DATE"). The Call Date shall be at least eleven (11) trading days following the date of the Call Notice, provided a registration statement covering resales of that number of Conversion Shares provided for in the Call Notice has been declared effective and is available for use. The number of Conversion Shares to be issued in connection with any such conversion pursuant to a particular Call Notice pursuant to this Section 3.9 shall not exceed 25% of the aggregate dollar trading volume of the Common Stock for the eleven (11) trading days immediately preceding the Call Date. If the price of the Common Stock falls below 118% of the Conversion Price during the eleven (11) trading day period preceding the Call Date, then the Holder will no longer be required to convert the Note pursuant to such Call Notice. The Company shall not be permitted to give the Investor more than one notice during any twenty-two (22) day period.
Required Conversion. The Borrower may, at its sole option, provide the Holder irrevocable written notice ("CALL NOTICE") requiring the conversion of all or a portion of the Note held by such Holder as of the date set forth in such Call Notice (the "CALL DATE"), which such date shall be at least 30 days following the date of the Call Notice, provided a registration statement covering resales of that number of shares of Common Stock then issuable upon conversion of this Note pursuant to such Call Notice has been declared effective and is available for use. The amount of Common Stock to be issued in connection with any such conversion pursuant to a particular Call Notice pursuant to this Section 3.3 shall not exceed 20% of the aggregate dollar trading volume of the Common Stock for the 22 trading days immediately preceding the date of such Call Notice. If all of the conditions described herein have been satisfied, no amount (either principal, interest or fees) shall be payable after the Call Date with respect to the portion of the Note so converted and the Borrower will cause a certificate representing the shares of Common Stock so converted to be issued to the Holder upon receipt of a completed Notice of Conversion as provided herein. The conversion price with respect to conversions pursuant to this Section 3.3 shall equal the lesser of (i) the Fixed Conversion Price and (ii) 90% of the average of the fifteen closing prices for the Common Stock on the Principal Market during the period immediately preceding the Call Date.
Required Conversion. In the event that the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of JMAR's Common Stock for all trades during any 11 consecutive trading day period on the Principal Market is greater than 118% of the Conversion Price, then JMAR may, at its sole option, provide the Holder irrevocable written notice ("CALL NOTICE") requiring the conversion at the Conversion Price of all or a portion of the Note held by the Holder as of the date set forth in such Call Notice (the "CALL DATE"), which such date shall be at least 11 trading days following the date of the Call Notice, provided a registration statement covering resales of that number of shares of Common Stock then issuable upon conversion of this Note pursuant to such Call Notice has been declared effective and is available for use. The amount of Common Stock to be issued in connection with any such conversion pursuant to a particular Call Notice pursuant to this Section 3.3 shall not exceed 25% of the aggregate dollar trading volume of the Common Stock for the 11 trading days immediately preceding the Call Date. If the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of the Common Stock for all trades during any 11 consecutive trading day period preceding the Call Date falls below 118% of the Conversion Price during the 11 trading day period preceding the Call Date, then the Holder will no longer be required to convert the Note pursuant to such Call Notice. JMAR shall not be permitted to give the Investor more than one notice during any 22-day period.
Required Conversion. In the event that the Common Stock trades on the Principal Market at a price greater than 125% of the Conversion Price for a period of at least 22 consecutive trading days, then the Borrower may, at its sole option, provide the Holder irrevocable written notice ("Call Notice") requiring the conversion at the Conversion Price of all or a portion of the Note held by the Holder as of the date set forth in such Call Notice (the "Call Date"), which such date shall be at least 22 trading days following the date of the Call Notice, provided a registration statement covering resales of that number of shares of Common Stock then issuable upon conversion of this Note pursuant to such Call Notice has been declared effective and is available for use or the date of such Call Notice is after such time as the Common Stock underlying this Note may be sold without restriction or volume limitations pursuant to Rule 144(k) under the Securities Act of 1933, as amended. The amount of Common Stock to be issued in connection with any such conversion pursuant to a particular Call Notice pursuant to this Section 3.3 shall not exceed 20% of the aggregate dollar trading volume of the Common Stock for the 22 trading days immediately preceding the Call Date. If the price of the Common Stock falls below 125% of the Conversion Price during the 22 trading day period preceding the Call Date, then the Holder will no longer be required to convert the Note pursuant to such Call Notice. The Borrower shall not be permitted to give the Investor more than one notice during any 22-day period.
Required Conversion. For the seven (7) Business Day period following the satisfaction of the Required Conversion Conditions, the Company may notify the Holder in writing (a “Required Conversion Notice”) of its election to require the Holder to convert the entire principal amount of this Note then outstanding (subject to subsection (i) below) into Conversion Shares (a “Required Conversion”). Following receipt of a Required Conversion Notice, the Holder shall be entitled to receive the Conversion Shares in respect of such Required Conversion Notice within the time frame set forth in this Section 2 with respect to Conversion Shares.
Required Conversion. At the Required Conversion Closing (as defined in Section 1.2) the following (the "REQUIRED Conversion") shall occur:
Required Conversion. In the event of a Required Conversion (as ------------------- defined in the Certificate of Designations), the Common Stock delivered upon such conversion shall have the benefit of the Exchange Right identical to that with respect to the Series A Preferred Stock so converted and shall be evidenced by a security substantially in the form of Exhibit B. ---------
Required Conversion. In the event that the forty-five day Volume Weighted Average Price (“VWAP”), as defined herein, is greater than or equal to $1.00, subject to adjustment from time to time in accordance with the provisions of this Article III, then a21 may, at its sole option, provide within one (1) business day following the last Trading Day used to calculate such VWAP, the Holder irrevocable written notice (“Call Notice”) requiring the conversion at the Fixed Conversion Price of all or a portion of the Note held by the Holder with five (5) business days of the date of the Call Notice (the “Call Date”), provided a registration statement covering resales of that number of Conversion Shares provided for in the Call Notice has been declared effective and is available for use by the Holders pursuant to the terms of the Registration Rights Agreement. For the purposes of this Section 3.8, “VWAP” means the weighted average selling price of each trade of the Common Stock on forty-five consecutive Trading Days, as defined herein, weighted by the number of shares of Common Stock sold at each such price. “Trading Day” shall mean any day on which the shares of Common Stock are traded on a Principal Market (as defined in the Purchase Agreement).
Required Conversion. If, prior to the Maturity Date, the Company proposes to enter into a Corporate Transaction (as defined below) or the Company’s Common Stock is listed or admitted for trading on a national stock exchange in the United States, as reported on the principal national security exchange or quotation system on which such security is quoted or listed such as NASDAQ Capital Market or comparable stock exchange (“Qualified Listing”), the Investor will be required to convert the principal amount of the Debenture to the Conversion Shares at the conversion price equal to 90% of the Conversion Price set forth in Section 4(a) above (the “Required Conversion”). The Company shall deliver to each Investor a written notice regarding such Qualified Listing or with respect to the Corporate Transaction, it shall deliver a written notice (collectively, the “Notice”) setting forth (i) the name of the acquirer and the surviving company, (ii) the price per class and series of capital security of the Company receivable in the Corporate Transaction and (iii) the other known material terms of the Corporate Transaction. Each Investor shall deliver the Debenture together with the conversion notice to the Company not later than ten (10) business days after delivery of the Notice for Required Conversion into Conversion Shares.
