REDEMPTION AT COMPANY'S ELECTION Sample Clauses

REDEMPTION AT COMPANY'S ELECTION. The Company may at the option of the Board, by at least seven-days' prior written notice to the Holder (the "REDEMPTION NOTICE"), redeem this Warrant, in whole or in part, at any time after June 30, 2004, provided that (i) the Daily Market Price for twenty consecutive trading days is equal to or greater than the product of (x) 2 multiplied by (y) the Exercise Price, (ii) either (A) all of the Warrant Shares underlying this Warrant to be redeemed are then registered under an effective registration statement or (B) may be sold pursuant to Rule 144 during a three-month period without registration under the Securities Act, (iii) sufficient shares of Common Stock of the Company are authorized and reserved for issuance upon the full exercise of this Warrant, (iv) all of the Warrant Shares issuable upon exercise of this Warrant are then listed on every stock exchange, market or bulletin board on which any Common Stock of the Company is then listed and (v) the Company is not in default of any material provision of any Transaction Agreement (as defined in the Purchase Agreement). The Redemption Notice shall set forth a date, not less than seven days after the date of the Redemption Notice, on which the redemption of this Warrant shall occur (the "REDEMPTION DATE"). On the Redemption Date, (i) the Company shall pay the Holder by certified check an amount equal to the product of (x) $0.01 (as adjusted in proportion to any adjustment to the Exercise Price pursuant to Section 3 hereof) multiplied by (y) the number of Warrant Shares so redeemed; and (ii) the Holder shall deliver the original copy of this Warrant marked "REDEEMED" to the Company. If the Company shall redeem this Warrant in part, the Company shall, at the Redemption Date, provided that the Holder shall have delivered the original copy of this Warrant marked "REDEEMED" to the Company, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unredeemed shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. Nothing in this Section 10 shall prevent the exercise of the Warrants at any time prior to the Redemption Date.
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REDEMPTION AT COMPANY'S ELECTION. 15.1. The Company may at the option of the Board of Directors of the Company redeem this Warrant, in whole or in part, at any time after the third anniversary of the effective date of the registration statement to be filed pursuant to the Registration Rights Agreement (as defined below) provided that (i) the Current Market Price (as determined by paragraph (2) of such definition) is over 200% of the Current Warrant Price for any ten (10) consecutive trading days during the thirty (30) day period prior to the date of the Redemption Notice (as defined below), (ii) as of the date of the Redemption Notice and continuing through the Redemption Date (as defined below) (x) all of the Warrant Stock underlying the Warrants to be redeemed is registered under an effective registration statement (and sales can be made thereunder) in accordance with the terms and conditions of the Registration Rights Agreement and the Company is in compliance in all material respects with the Registration Rights Agreement or (y) may be sold without restriction pursuant to Rule 144(k) promulgated by the Commission under the Securities Act, (iii) all of the Warrant Stock underlying the Warrants to be redeemed is then listed or admitted to trading, or quoted, as applicable on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap Market, (iv) no Bankruptcy Event shall have occurred and, if pursuant to clause (b), (d) or (f) of the definition thereof, be continuing and (v) no Redemption Triggering Event (as defined in the Certificate of Designation) shall have occurred and be continuing. The amount payable in redemption of the rights to purchase the Warrant Stock pursuant to this Section 15.1 shall be cash equal to $0.01 multiplied by the number of Warrants being redeemed.
Sample 1
REDEMPTION AT COMPANY'S ELECTION. 16.1. The Company may at the option of the Board of Directors of the Company redeem this Warrant, in whole or in part, at any time provided that (i) the Automatic Conversion Date has occurred, (ii) the Daily Market Price is greater than $0.53 (as adjusted for stock splits, reverse splits, stock dividends and the like) for twenty (20) of any thirty (30) consecutive Trading Days, (iii) the trading volume of the Common Stock on the applicable exchange or market is not less than an average of 880,456 shares each Trading Day over such thirty (30) Trading Day period and (iv) all of the Warrant Shares underlying the Warrants to be redeemed (x) are then registered under an effective registration statement in accordance with the terms and conditions of the Investor Rights Agreement and the Company is in compliance in all material respects with the Investor Rights Agreement and sales can then be made without restriction pursuant to such registration statement or (y) may be sold without restriction pursuant to Rule 144(k) promulgated by the Commission under the Securities Act. The amount payable in redemption of the rights to purchase the Warrant Shares pursuant to this Section 16.1 shall be cash equal to $0.00085 multiplied by the number of Warrant Shares that would be issuable upon exercise of the warrants being redeemed (the "Redemption Price").
Sample 1
REDEMPTION AT COMPANY'S ELECTION. 15.1. The Company may at the option of the Board of Directors of the Company redeem this Warrant, in whole or in part, at any time after March 1, 2006 provided that (i) the Current Market Price (as determined by paragraph (2) of such definition) is greater than $4.20 (as adjusted for stock splits, reverse splits, stock dividends and the like) for ten consecutive trading days and (ii) all of the Warrant Stock underlying the Warrants to be redeemed (x) is then registered under an effective registration statement in accordance with the terms and conditions of the Investor Rights Agreement and the Company is in compliance in all material respects with the Investor Rights Agreement or (y) may be sold without restriction pursuant to Rule 144(k) promulgated by the Commission under the Securities Act. The amount payable in redemption of the rights to purchase the Warrant Stock pursuant to this Section 15.1 shall be cash equal to $0.01 multiplied by the number of Warrant Shares that would be issuable upon exercise of the Warrants being redeemed (the "Redemption Price").
Sample 1
REDEMPTION AT COMPANY'S ELECTION. 15.1. The Company may at the option of the Board of Directors of the Company redeem this Warrant, in whole or in part, at any time after June ___, 2007 provided that (i) the Current Market Price (as determined by paragraph (2) of such definition) is greater than $_____ (as adjusted for stock splits, reverse splits, stock dividends and the like) for twenty consecutive Trading Days, (ii) the trading volume of the Common Stock on the applicable exchange or market for at least fifteen of the twenty consecutive Trading Days provided in clause (i) above is not less than 100,000 shares per such Trading Day (as adjusted for stock splits, reverse splits, stock dividends and the like) and (iii) all of the Warrant Stock underlying the Warrants to be redeemed (x) is then registered under an effective registration statement in accordance with the terms and conditions of the Investor Rights Agreement and the Company is in compliance in all material respects with the Investor Rights Agreement or (y) may be sold without restriction pursuant to Rule 144(k) promulgated by the Commission under the Securities Act (any date on which the provisions of clauses (i), (ii) and (iii) are satisfied, a "Qualifying Date"). The amount payable in redemption of the rights to purchase the Warrant Stock pursuant to this Section 15.1 shall be cash equal to $0.001 multiplied by the number of Warrant Shares that would be issuable upon exercise of the Warrants being redeemed (the "Redemption Price").
Sample 1
REDEMPTION AT COMPANY'S ELECTION. At any time prior to the payment in full of the Note, or the conversion of the Note into shares of Common Stock of the Company, the Company may, at its option, notify the Subscriber of its intent to redeem the outstanding principal balance and accrued interest on the Note for an amount equal to (i) the principal amount of the Note then outstanding, plus (ii) the principal amount of the Note then outstanding multiplied by 30%, plus (iii) all accrued but unpaid interest on the Note (collectively, the “Redemption Amount”). The Company shall furnish written notice to the Subscriber via telecopier setting forth the Redemption Date (as defined below) for the redemption and the Redemption Amount (the “Redemption Notice”). The Subscriber shall have three business days (not including the date of delivery, but commencing on the first business day thereafter) to determine whether to convert the Note under the terms thereof, or permit the redemption to close. If the Note is not converted, the Subscriber shall accept the Redemption Amount as full payment and satisfaction of the Note. The Redemption Amount shall be due and payable in full, in immediately available funds, on the fourth business day following the date of delivery of the Redemption Notice (the “Redemption Date”). Failure to tender the Redemption Amount in full as set forth herein on the Redemption Date, shall be deemed a revocation of the Redemption Notice unless such terms are agreed to in writing by Subscriber prior to the Redemption Date. Saturdays, Sundays and legal holidays in the State of California shall not be deemed as “business days” for the purposes of this Section 6.2. Any Redemption Notice under this Section 6.2 must be delivered to Subscriber on a business day.
Sample 1
REDEMPTION AT COMPANY'S ELECTION. 15.1. The Company may at the option of the Board of Directors of the Company redeem this Warrant, in whole or in part, at any time after the first anniversary of the Closing Date provided that (i) the Common Stock shall then be listed or admitted to trading, or quoted, as applicable on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap Market, (ii) the volume weighted average price (VWAP) of the Common Stock on the principal stock exchange (including Nasdaq) on which such Common Stock is then listed or admitted to trading, or quoted, as applicable, for each trading day over a period of twenty (20) consecutive trading days is equal to or greater than $8.50 per share (subject to adjustment for stock splits, reverse splits, stock dividends and the like) at any time prior to the date of the Redemption Notice (as defined below) and (iii) as of the date of the Redemption Notice and continuing through the Redemption Date (as defined below) (x) all of the Warrant Stock underlying the Warrants to be redeemed is registered under an effective registration statement in accordance with the terms and conditions of the Registration Rights Agreement and the Company is in compliance in all material respects with the Registration Rights Agreement or (y) may be sold without restriction pursuant to Rule 144(k) promulgated by the Commission under the Securities Act. The amount payable in redemption of the rights to purchase the Warrant Stock pursuant to this Section 15.1 shall be cash equal to $0.02 multiplied by the number of Warrants being redeemed.
Sample 1
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REDEMPTION AT COMPANY'S ELECTION. 16.1. The Company may at the option of the Board of Directors of the Company redeem this Warrant, in whole, but not in part, concurrently with the consummation of a Change of Control transaction. The amount payable in redemption of each right to purchase a share of Warrant Stock pursuant to this Warrant (the "Per Warrant Redemption Price") shall be cash equal to 1.20 multiplied by the sum of the greater of (i) the cash value per share of Common Stock to be received by holders of Common Stock (or Common Stock Equivalents) upon consummation of the Change of Control transaction or (ii) the Current Market Price of a share of Common Stock, in either case, minus the Current Warrant Price. The "
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Related to REDEMPTION AT COMPANY'S ELECTION

  • Optional Redemption at Election of Company Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

  • Mandatory Redemption at Subscriber’s Election In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

  • Redemption at the Option of the Company Unless a Redemption Right is specified on the face hereof, this Security shall not be redeemable at the option of the Company before the Maturity Date specified on the face hereof. If a Redemption Right is so specified, this Security may be redeemed at the option of the Company on any Business Day on and after the date, if any, specified on the face hereof (each, a "Redemption Date"). This Security may be redeemed on any Redemption Date in whole or in part in increments of $1,000 (an "Authorized Denomination") at the option of the Company at a redemption price equal to 100% of the principal amount to be redeemed, together with accrued interest to the Redemption Date, on written notice given not more than 60 days nor less than 5 days prior to the proposed Redemption Date. In the event of redemption of this Security in part only, a new Security for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.

  • Redemption at the Option of the Issuer If so specified in the applicable Pricing Supplement, the Issuer may, having (unless otherwise specified in the applicable Pricing Supplement) given not more than 60 nor less than 30 days’ notice to the Trustee and the holders of the Notes of this Series in accordance with Condition 15 (which notice shall be irrevocable), repay all or some only of the Notes of this Series then outstanding (as defined in the Trust Deed) on the Optional Redemption Date(s) and at the Optional Redemption Amount(s) indicated in the applicable Pricing Supplement together, if appropriate, with accrued interest. In the event of redemption of some only of such Notes of this Series, such redemption must be for an amount being the Minimum Redemption Amount or a Maximum Redemption Amount, as indicated in the applicable Pricing Supplement. In the case of a partial redemption of Definitive Notes of this Series, the Notes of this Series to be repaid will be selected individually by lot not more than 60 days prior to the date fixed for redemption and a list of the Notes of this Series called for redemption will be published in accordance with Condition 15 not less than 30 days prior to such date. In the case of a partial redemption of Notes which are represented by a Global Note, the relevant Notes will be redeemed in accordance with the rules of Euroclear and/or Clearstream and/or CMU, as the case may be.

  • Notice of Optional Redemption Selection of Notes 82 Section 16.03. Payment of Notes Called for Redemption 83 Section 16.04. Restrictions on Redemption 84 ARTICLE 17 MISCELLANEOUS PROVISIONS Section 17.01. Provisions Binding on Company’s Successors 84 Section 17.02. Official Acts by Successor Corporation 84 Section 17.03. Addresses for Notices, Etc. 84 Section 17.04. Governing Law; Jurisdiction 85 Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 86 Section 17.06. Legal Holidays 86 Section 17.07. No Security Interest Created 86 Section 17.08. Benefits of Indenture 86 Section 17.09. Table of Contents, Headings, Etc. 87 Section 17.10. Authenticating Agent 87 Section 17.11. Execution in Counterparts 88 Section 17.12. Severability 88 Section 17.13. Waiver of Jury Trial 88 Section 17.14. Force Majeure 88 Section 17.15. Calculations 88 Section 17.16. USA PATRIOT Act 89 EXHIBITS Exhibit A Form of Note A-1 INDENTURE dated as of May 2, 2017 between Flexion Therapeutics, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Xxxxx Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  • Redemption Notice To call any Notes for Redemption, the Company must send to each Holder of such Notes, the Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”). Such Redemption Notice must state:

  • Redemptions at the Option of the Trust The Board of Trustees may, from time to time, without the vote or consent of the Shareholders, and subject to the 1940 Act, redeem Shares or authorize the closing of any Shareholder account, subject to such conditions as may be established by the Board of Trustees.

  • Tax Redemption If a Tax Event (defined below) occurs, Principal Life will have the right to redeem this Agreement by giving not less than 30 and no more than 60 days prior written notice to the Agreement Holder and by paying to the Agreement Holder an amount equal to the Fund. The term “

  • Optional Tax Redemption (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

  • Notice of Optional Redemption; Selection of Notes (a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 5 Business Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”) not less than 35 nor more than 60 Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part; provided, however, that if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Redemption Date must be a Business Day. The Company may not specify a Redemption Date that falls on or after the 31st Scheduled Trading Day immediately preceding the Maturity Date.

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