Forced Exercise i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section.
Forced Exercise. (i) If at any time following the Effective Date, (A) the Closing Bid Price of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashl...
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. 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. Section 5 of the Warrant is amended in its entirety to read as follows:
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.
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.
Forced Exercise. (a) After the Effective Date, if the Conditions to Forced Exercise have been satisfied, the Corporation may force exercise of this Warrant by the Warrantholder, in whole or in part, as set forth in this Section 4, by delivering to the Warrantholder a notice thereof in the form annexed hereto (“Forced Exercise Notice”), duly completed and executed on behalf of the Corporation. The aggregate number of Shares to be exercised with respect to all warrants issued pursuant to the Purchase Agreement and the 2010 Purchase Agreement, including this Warrant (the “Forced Shares”), shall not be less than 750,000 or greater than 50% of the trading volume of the Common Stock during the twenty (20) trading days preceding the date of the Forced Exercise Notice. Within forty (40) business days after receipt of the Forced Exercise Notice, the Warrantholder shall deliver to the Corporation a Notice of Exercise as set forth in Section 3(a) for the Forced Shares applicable to this Warrant. If at any time prior to the delivery of the Notice of Exercise by the Warantholder, the Conditions to Forced Exercise cease to be met, the Forced Exercise Notice shall be deemed to have been revoked.
