Mandatory Exercise Event definition

Mandatory Exercise Event means, following the Farudostat Trial Achievement and prior to the Warrant Exercise Deadline, the Company’s ADSs have achieved an aggregate trading volume of ADSs in excess of $200 million with an average VWAP that is at least five times the Exercise Price then in effect. “Pre-Funded Warrant Exercise Price” equals US $0.0001 per Ordinary Share or $0.0005 per ADS, subject to adjustment for reverse and forward share splits, share dividends, share combinations, ratio changes and other similar transactions of the Ordinary Shares or ADSs, as applicable, that occur after the Issue Date.
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Mandatory Exercise Event shall have the meaning ascribed to it in Section 5.1.
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Mandatory Exercise Event has the meaning set forth in the Facility Agreement.
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Examples of Mandatory Exercise Event in a sentence

  • Upon the occurrence of a Mandatory Exercise Event, the Company will deliver to Holder written notice thereof (a “Mandatory Exercise Notice”) within ten (10) Trading Days of the Mandatory Exercise Event stating the number of the Warrant Shares to be issued pursuant to such Mandatory Exercise and the applicable Aggregate Exercise Price.

  • The Maximum Percentage limitation contained in this Section 1(e) shall not apply to a Mandatory Exercise Event pursuant to Section 1(d) or in connection with the exercise of the Holder’s rights pursuant to a Fundamental Transaction set forth in Section 4(b).

  • At the Company’s election, the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised (a “Mandatory Exercise”) into fully paid, validly issued and nonassessable Warrant ADSs or Warrant Shares [or Pre-Funded Warrants] in accordance with Section 2(d) hereof, at the Exercise Price in effect upon achievement of the Mandatory Exercise Event.

  • Prior to the Expiration Date, upon the occurrence of a Mandatory Exercise Event (as defined below), the Company may mandatorily cause the exercise by the Holder of a number of Warrant Shares equal to the lesser of (i) fifty percent (50%) of the Warrant Shares exercisable on the Issuance Date or (ii) the outstanding Warrant Shares on the date of the Mandatory Exercise Notice (as defined herein) (the “Mandatory Exercise”).

  • Within 30 days prior to (i) the Opening Trigger Date or (ii) the anticipated consummation of a Liquidity Event that is not a Mandatory Exercise Event, as applicable (each, a “Majority Exercise Event”), the Company shall provide, or cause to be provided to the Holders or the representative thereof identified to the Company in accordance with the Securityholders’ Agreement (the “Holder Representative”) notice of such Majority Exercise Event.

  • The Trustee shall not be deemed to have knowledge of an event of default in respect of the Trust Securities or the Senior Notes, or of any Mandatory Exercise Event, Automatic Exercise Event or Change in Control Trigger Event, until one of its Responsible Officers has received written notice thereof.

  • Subject to Section 3.3(e), upon the occurrence of a Mandatory Exercise Event, the Eligible Treasury Assets will be delivered to NRG by the Trust.

  • For the avoidance of doubt, in the event of a Mandatory Exercise Event which is a Change of Control Event and in which less than 100% of the Common Stock is being acquired by the applicable acquiror, such consideration shall be deemed to consist of (i) shares of Common Stock and (ii) the shares, other securities, cash or other assets being paid by the applicable acquiror, in proportion to the percentage of the outstanding Common Stock being acquired by the applicable acquiror.

  • A Change of Control Offer Expiration Date with respect to the Trust Securities shall constitute a Mandatory Exercise Event in respect of the Issuance Right following which NRG will be required to sell to the Trust Senior Notes in a principal amount equal to the Change of Control Offer Issuance Amount in accordance with the Facility Agreement.

  • NRG shall give prompt written notice to the Trust of the occurrence of any Mandatory Exercise Event.


More Definitions of Mandatory Exercise Event

Mandatory Exercise Event has the meaning provided in the Attached Warrants.
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Mandatory Exercise Event means the consummation of a Change of Control Event or a Sale, in each case which constitutes a Liquidity Event.
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Mandatory Exercise Event has the meaning set forth in Section 9(a).
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Mandatory Exercise Event shall have occurred if the price of the Common Stock of the Company reaches $[•]. The Company shall provide a Rule 144 opinion letter to allow the Holder to obtain free trading shares upon the cashless exercise from the Mandatory Exercise.
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Mandatory Exercise Event shall have occurred on any Trading Day after June 15, 2006 that is the 20th Trading Day within the 30 consecutive Trading Day period ending on such Trading Day on which the Closing Price of a share of Common Stock is equal to or greater than the Mandatory Exercise Price.
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Mandatory Exercise Event means (i) any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Company and its Subsidiaries (whether in a single transaction or in a series of related or substantially contemporaneous transactions), (ii) any merger, reorganization, consolidation or other transaction involving the Company in which the holders of the capital stock of the Company immediately prior to such transaction do not retain a majority of the voting power in the continuing entity (whether in a single transaction or in a series of related or substantially contemporaneous transactions), (iii) any Drag-Along Sale, (iv) from and after July 31, 2005, any Transfer by a Grantor to a Third Party of all Company Securities owned by such Grantor or (v) if any Grantor shall at any time from and after July 31, 2005 Transfer any Preferred Shares as a result of which such Grantor shall own an amount of Preferred Shares that is less than or equal to the amount of Optioned Shares subject to the Option granted by such Grantor.
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Related to Mandatory Exercise Event

  • Exercise Event shall have the meaning ascribed to such term in Section 2(c).

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Mandatory Tender Event means (a) each failure by the Fund to make a scheduled payment of dividends on a Dividend Payment Date; (b) the occurrence of a Liquidity Provider Ratings Event (which shall constitute a single Mandatory Tender Event upon the occurrence of such Liquidity Provider Ratings Event, whether or not continuing and whether or not such Liquidity Provider Ratings Event also results in a Mandatory Purchase Event; provided that, following restoration of the short-term debt ratings to the requisite level, a subsequent Liquidity Provider Ratings Event shall constitute a new Mandatory Tender Event); (c) in the event of a failure by the Fund to pay the Liquidity Provider the applicable fee when due under the terms of the Fee Agreement if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that such failure to pay such fee constitutes a Mandatory Tender Event; (d) the eighth day prior to the scheduled date of the occurrence of an Extraordinary Corporate Event; (e) the Fund shall have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement by the 15th day prior to the Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Shares Purchase Agreement being replaced; (f) the Fund shall have provided a Notice of Proposed Special Rate Period in accordance with the Articles Supplementary; or (g) in the event of a breach by the Fund of its Effective Leverage Ratio covenant with the Liquidity Provider in the Fee Agreement and the failure to cure such breach within 60 days from the date of such breach (which 60-day period would include the Effective Leverage Ratio Cure Period), if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund and the Tender and Paying Agent that the failure to timely cure such breach constitutes a Mandatory Tender Event (subject to the Fund curing such breach prior to the delivery date of such notice from the Liquidity Provider).

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • New Exercise Date means a new Exercise Date if the Administrator shortens any Offering Period then in progress.

  • Mandatory Purchase Event means, (i) in connection with the termination of the VRDP Shares Purchase Agreement due to its expiration as of a Scheduled Termination Date, by the fifteenth day prior to any such Scheduled Termination Date, (a) the Liquidity Provider shall not have agreed to an extension or further extension of the Scheduled Termination Date to a date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement then in effect, and (b) the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement, or (ii) in connection with the termination of the VRDP Shares Purchase Agreement due to a Liquidity Provider Ratings Event or Related Party Termination Event, by the fifteenth day prior to the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Shares Purchase Agreement. The Mandatory Purchase Event shall be deemed to occur on such fifteenth day prior to any Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be.

  • Mandatory Tender Notice means, in connection with the Mandatory Tender of VRDP Shares, a notice, substantially in the form attached to the VRDP Shares Remarketing Agreement as Annex II, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with this Agreement and specifying a Mandatory Tender Event and Purchase Date.

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Mandatory Trigger Provision means, as to any Qualifying Capital Securities, provisions in the terms thereof or of the related transaction agreements that:

  • Mandatory Conversion Notice has the meaning set forth in Section 4.7.C hereof.

  • Automatic Exercise Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Make-Whole Exercise Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. Redemption Date Redemption Fair Market Value of Class A ordinary shares (period to expiration of warrants) <10.00 11.00 12.00 13.00 14.00 15.00 16.00 17.00 >18.00 60 months 0.261 0.280 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3, the adjusted share prices in the column headings shall equal the share prices immediately such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately after such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted pursuant to Section 4.4, the adjusted share prices set forth in the column headings of the table above shall be multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).

  • Automatic Exercise Date means, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Mandatory Prepayment Event means any of the following:

  • Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Initial Exercise Date means the date hereof.

  • Application Event means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(iii) of this Agreement.

  • Make-Whole Fundamental Change Conversion Period has the following meaning: