Optional Cashless Exercise. If at any time during the term of this Warrant there is no effective Registration Statement registering, or no current prospectus available for, the issuance or resale of the Warrant Shares by the registered holder, then this Warrant may also be exercised at such time by means of a “cashless exercise” in which the registered holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
Optional Cashless Exercise. A Cashless Exercise (as defined below) may occur (i) in whole or in part for a whole number of Warrant Shares, if, between June 18, 2019 and the fifteen (15) month anniversary thereof, the Weighted Average Price of the Common Stock on the Trading Day immediately prior to the Exercise Date fails to exceed the initial Exercise Price (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar events) in which event, in lieu of the formula below, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Exercise Notice electing to effect a Cashless Exercise shall equal the product of (x) the aggregate number of Warrant Shares for which the Warrants are exercised as if such exercise were by means of a cash exercise rather than a Cashless Exercise and (y) one (1); and (ii) if at any time during the term of this Warrant Agreement there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the Warrant Shares by the registered holder, in whole or in part, at such time by means of a “cashless exercise” in which the holder shall be entitled to receive a number of Warrant Shares determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrants are then being exercised.
Optional Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance of Warrant Shares that are the subject of the Election to Purchase is not available (the “Unavailable Warrant Shares”), the registered holder may, in its sole discretion, exercise a Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrant is then being exercised (which shall include both the number of Warrant Shares issued to the registered holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the fifteen (15) consecutive Trading Days ending on the date immediately preceding the date of the Election to Purchase (the “Fair Market Value”). C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
Optional Cashless Exercise. A Common Warrant, as applicable, may be exercised by the Holder thereof, pursuant to the cashless exercise provisions set forth in the form of Common Warrant attached hereto as Exhibit B-1, which is incorporated by reference herein. A Pre-Funded Warrant, as applicable, may be exercised by the Holder thereof, pursuant to the cashless exercise provisions set forth in the form of Pre-Funded Warrant attached hereto as Exhibit B-2, which is incorporated by reference herein.
Optional Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the Warrant Shares that are the subject of the Notice of Exercise (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares to the public, the registered holder may, in its sole discretion, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula: Net Number = [(A x B) - (A x C)] / B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrant is then being exercised. B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Notice of Exercise. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
Optional Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the Warrant Shares that are the subject of the Notice of Exercise (the “Unavailable Warrant Shares”), or an exemption from registration, is not available for the resale of such Unavailable Warrant Shares to the public, the registered holder may, in its sole discretion, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula: Net Number = [(A x B) - (A x C)] / B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrant is then being exercised. B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Notice of Exercise. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
Optional Cashless Exercise. An Optional Cashless Exercise (as defined below) may occur in whole or in part for a whole number of Warrant Shares, if, the arithmetic average of the VWAPs of the Common Stock for the five Trading Days immediately prior to July 22, 2020 (such date, the “Measurement Date” and such price, the “Applicable Measurement Price”) fails to exceed the initial Conversion Price in which event, the Holder shall be entitled to receive an additional number of Warrant Shares (the “Additional Warrant Shares”) upon cashless exercise of this Warrant determined according to the following formula (an “Optional Cashless Exercise”): Number of Additional Warrant Shares = (A) - (A) (B) (C) For purposes of the foregoing formula:
Optional Cashless Exercise. A Cashless Exercise (as defined below) may occur (i) anytime after [__________], 20191, in whole or in part for a whole number of Warrant Shares if the VWAP of the Common Stock on any prior Trading Day is less than the Exercise Price (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar events) in which event, in lieu of the formula below, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Notice of Exercise electing to effect a Cashless Exercise shall equal the product of (x) the aggregate number of Warrant Shares for which the Warrants are exercised as if such exercise were by means of a cash exercise rather than a Cashless Exercise and (y) one (1); and (ii) if at any time during the term of this Warrant, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the Warrant Shares by the Holder, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B
Optional Cashless Exercise. If at any time during the term of this Warrant there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the Warrant Shares by the registered holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable exercise notice; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market (as defined below), the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company and reasonably acceptable to the Holders of a majority in interest of the total number of Warrants issued under the Underwriting Agreement then outstanding, the fees and expenses of which shall be paid by the Company. “Trading Day” means a day on which the principal Trading Market is open for trading. - . “Trading Market” means any of the following markets...
Optional Cashless Exercise. A Unit Warrant, as applicable, may be exercised by the Holder thereof, pursuant to the cashless exercise provisions set forth in the form of Unit Warrant attached hereto as Exhibit B-1, which is incorporated by reference herein.
