Pro Rata Exercise Requirement Clause Samples

Pro Rata Exercise Requirement. If the Company elects to cause an Optional Exercise pursuant to this Section 3(h), then it must simultaneously take the same action with respect to the other outstanding Series B Warrants. If the Company elects to cause an Optional Exercise pursuant to Section 3(h) (or similar provisions under the outstanding Series B Warrants) with respect to less than all of the Warrant Shares underlying the Series B Warrants then outstanding, then the Company shall require exercise of the Warrant Shares from each of the holders of the outstanding Series B Warrants equal to the product of (i) the aggregate number of Warrant Shares which the Company has elected to cause to be exercised pursuant to Section 3(h), multiplied by (ii) a fraction, the numerator of which is the sum of the aggregate number of Warrant Shares underlying the Series B Warrants issued to such holder pursuant to the Securities Purchase Agreement and the denominator of which is the sum of the aggregate number of Warrant Shares underlying the Series B Warrants issued to all holders pursuant to the Securities Purchase Agreement (such fraction with respect to each holder is referred to as its "Exercise Allocation Percentage", and such amount with respect to each holder is referred to as its "Pro Rata Exercise Amount"). Notwithstanding the foregoing, in the event the Company sends an Optional Exercise Notice and the Holder already exercised any portion of its Warrant prior to the Optional Exercise Date (such exercised portion with respect to each Holder is referred to as its “Exercised Portion”), such Exercise Portion shall be applied against such Holder’s Pro Rata Exercise Amount and the Holder will only be required to exercise the difference, if any, between such Holder’s Pro Rata Exercise Amount and such Holder’s Exercised Portion. In the event that the initial holder of any Series B Warrants shall sell or otherwise transfer any of such holder's outstanding Series B Warrants, the transferee shall be allocated a pro rata portion of such holder's Exercise Allocation Percentage and Pro Rata Exercise Amount.

Pro Rata Exercise Requirement. If the Company elects to cause a Mandatory Exercise of this Warrant pursuant to this Section 3(i), then it must simultaneously take the same action in the same proportion with respect to all of the other Warrants. Notwithstanding anything to the contrary contained in this Section 3(j), the Company may only exercise its rights under this Section 3(i) if (i) either a registration statement covering the resale of the Warrant Shares is effective under the Securities Act, or all of the Warrant Shares issuable pursuant to this Warrant may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the Holder, (ii) the Ordinary Shares are trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Ordinary Shares on a Trading Market will continue uninterrupted for the then-foreseeable future), (iii) the issuance of the Warrant Shares pursuant to this Section 3(i) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the Nasdaq Market Rules and Regulations, (iv) the Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (v) no Equity Conditions Failure then exists. Prior to the issuance of any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, the Holder shall have the right to continue to exercise this Warrant in accordance with terms of this Warrant.

Pro Rata Exercise Requirement. If the Company elects to cause a Forced Exercise of the Rights pursuant to this Section 13.16, then it must simultaneously take the same action in the same proportion with respect to all of the New Rights.