Forced Exercise Sample Clauses
A Forced Exercise clause gives one party, typically the issuer or counterparty, the right to require the other party to exercise an option or right under a contract, often before the originally agreed-upon expiration date. In practice, this might mean that a warrant or convertible security holder can be compelled to convert their holdings into shares if certain conditions are met, such as the underlying stock reaching a specified price. The core function of this clause is to provide flexibility and control to the party invoking the forced exercise, often to manage capital structure, limit dilution, or accelerate the resolution of outstanding rights.
POPULAR SAMPLE Copied 2 times
Forced Exercise. At any time following the Issue Date of this Warrant, if the closing price of the Company’s Common Stock on the Trading Market equals or exceeds 300% of the Exercise Price then in effect for any twenty (20) consecutive Trading Days (the “Forced Exercise Trigger”), the Company shall have the right, exercisable on one or more occasions, to require the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant (each, a “Forced Exercise”), provided that (1) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by the Holder), and (2) no Forced Exercise Trigger has occurred in the five (5) Trading Day period immediately prior to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Date”). The Company may exercise its right to require a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on one or more occasions, by electronic mail to all of the Holders (each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) the portion of the Warrant subject to the Forced Exercise, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which shall be no fewer than ten (10) Business Days from the Holder’s receipt of such notice, the “Forced Exercise Period”) and (iv) a certification by the Company that no Equity Conditions Failure exists as of the date thereof (or specifying any such Equity Conditions Failure that then exists, with an acknowledgement that unless such Equity Conditions are waived, in whole or in part, such Forced Exercise Notice will be invalid). The Holder shall have the duration of the Forced Exercise Period to exercise such portion of the Warrant in accordance with the terms hereof, and any portion of this Warrant subject to the Forced Exercise Notice that remains unexercised as of the expiration of the Forced Exercise Period shall automatically cancelled, terminated and of no further force or effect, without the need for any further action by the Company or the Holder.
Forced Exercise. In the event the Company’s Common Stock shall trade at least 50,000 shares per day at an average price of at least $.75 per share for a period of 20 consecutive trading days, then the Company shall have the right to require the Holder to exercise this Warrant in its entirety. Notwithstanding the foregoing, the Company shall only have a right to require the Holder to exercise this Warrant to the extent that the shares of Common Stock issuable upon exercise hereof are either registered for resale under the Securities Act or may be sold without restriction based upon exemption from the Federal securities laws. The Company shall have a period of five days from the Trigger Event to give notice to the holder electing to force the exercise of this Warrant. The Holder will then have a period of 30 calendar days in which to exercise this Warrant and pay the exercise price to the Company.
Forced Exercise. Section 5 of the Warrant is amended in its entirety to read as follows:
Forced Exercise. At any time after the fourth anniversary of the Original Issue Date, the Company shall be entitled to require all Holders, and each Holder shall be obligated if the Company so elects, to exercise the Warrants then held by such Holder, in whole or in part, by delivering notice (the “Forced Exercise Notice”) to each Holder, if, and only if, the Fair Market Value of a share of Common Stock equals or exceeds two times the Exercise Price ($13.00 per share on the Original Issue Date) (as the Exercise Price may subsequently be adjusted pursuant to Section 4 hereof) on the third trading day prior to the date on which the Company delivers the Forced Exercise Notice. A Forced Exercise Notice shall be mailed, by registered or certified mail, return receipt requested, to all of the Holders at their respective addresses appearing on the Warrant Register or books or transfer records of the Company or such other address designated in writing by the Holder. The Forced Exercise Notice shall specify the number of Warrants to be exercised and the as-adjusted Exercise Price. Warrants shall be considered exercised on the date of the Forced Exercise Notice. Holders shall notify the Company, pursuant to the instruction in the Forced Exercise Notice, within ten (10) Business Days of the date of the Forced Exercise Notice as to the payment method such Holder is electing with respect to the payment of the Aggregate Exercise Price in accordance with Section 3.3(b).
Forced Exercise. Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Bid Price as quoted by Bloomberg, LP is equal to or greater than Ten Cents ($0.10) (the “Forced Exercise Price”) for twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Forced Exercise Price as the case maybe (“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Pricing Period. Furthermore the Holder shall have the right to reduce the number of shares of Common Stock the Company has forced the Holder to exercise hereunder during the Forced Exercise Period by such number of shares of the Company’s Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company shall not have the right to force the Holder to exercise this Warrant, in whole or in part.
Forced Exercise. Notwithstanding anything to the contrary contained in Section 2A, from and after the Date of Issuance, the Company shall be entitled to force the exercise of the Warrant by providing not less than thirty (30) days prior written notice to the Registered Holder (the “Forced Exercise Notice”), provided, however, that the Registered Holder shall not be forced to exercise such purchase rights at any time when the Current Market Price of a share of Common Stock of the Company on the date of the Forced Exercise Notice is lower than three (3) times the Exercise Price.
Forced Exercise. The Warrantholder hereby understands and covenants that in the event the Common Stock of the Company is trading at an average of at least $3.00 per share for a period of not less than 20 consecutive trading days, the Warrantholder shall be required to fully exercise this Warrant within ten (10) business days following the 20th trading day. The Warrantholder shall furnish the Company with a completed and fully executed Form of Exercise Agreement attached to this Warrant and remit the funds pursuant to the Form of Exercise Agreement and the terms of this Warrant.
Forced Exercise. The Company can force exercise this Warrant upon five days advance written notice (during which period the Warrant will remain exercisable) if the VWAP exceeds $5.25 per share for twenty (20) consecutive Trading Days and the daily average trading volume of the Common Stock exceeds One Hundred Thousand Dollars ($100,000) for each day in the period. Notwithstanding any other provision of this Warrant, the Warrant holder may not be forced to exercise this Warrant if such exercise would cause Warrant holder’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of Common Stock of the Company to exceed 4.9% of its total issued and outstanding voting shares.”
Forced Exercise. (i) After the Effective Date, if the Conditions to Forced Exercise have been satisfied, the Corporation may force exercise of this Warrant by the Holder, in whole or in part, as set forth in this Section 2(f), by delivering to the Holder a notice thereof in the form annexed hereto (“Forced Exercise Notice”), duly completed and executed on behalf of the Company. Within twenty (20) days after receipt of the Forced Exercise Notice, the Holder shall deliver to the Company the Notice of Exercise for the Forced Shares applicable to this Warrant. If at any time prior to the delivery of the Notice of Exercise by the Holder, the Conditions to Forced Exercise cease to be met, the Forced Exercise Notice shall be deemed to have been revoked.
(ii) If the Company forces an exercise pursuant to this Section 2(f), it must then simultaneously take the same action with respect to any other warrants issued pursuant to the Purchase Agreement.
(iii) For purposes of this Section 2(f):
Forced Exercise. If (i) a registration is demanded by Holder pursuant to that certain Registration Rights Agreement dated as of the date hereof by and among the Holder and the Company, (ii) the volume weighted average sales price per share of the Common Stock (as reported, absent manifest error, on the OTCBB or any other internationally recognized exchange or market upon which the Common Stock is then listed) for the thirty (30) Trading Days prior to the effective date of such registration statement is equal to or greater than $1.00 per share and (iii) the Company delivers a written notice to Holder stating its intent to force the Holder to exercise this Warrant under this Section 2(g) within ten (10) business days of Holder demanding a registration, then, contingent upon such registration statement being declared effective, Holder shall exercise this Warrant for at least that number of shares of Common Stock equal to twenty-five percent (25%) of the Warrant Coverage Amount divided by the Exercise Price; provided, however, that the Company shall be able to force the Holder to exercise this Warrant under this Section 2(g) one (1) time only.