Equity Conditions

Equity Conditions. Means: (i) on each day during the period beginning thirty (30) Trading Days one month prior to the applicable date of determination and ending on and including the applicable date of determination (the "Equity Conditions Measuring Period"), the Registration Statement is effective and the prospectus contained therein shall be available for the issuance by the Company to the Holder of all of the Warrant Shares (disregarding any limitation on exercise of this Warrant); (ii) on each day during the... Equity Conditions Measuring Period, the Common Stock (including all of the Warrant Shares) is listed or designated for quotation (as applicable) on the Principal Market or any other an Eligible Market and shall not have been suspended from trading on such exchange or market an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by such exchange or market an Eligible Market have been threatened (with a reasonable prospect of delisting occurring) or pending either (A) in writing by such exchange or market Eligible Market or (B) by falling below the then effective minimum listing maintenance requirements of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable), provided that if the Company has submitted a plan of compliance to rectify such exchange or market; deficiency that has been accepted by the Eligible Market, the Company shall be deemed to have satisfied the condition in this clause (ii) no Allowed Subsequent Placement shall have occurred; during the plan of compliance period; (iii) on each day during the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon all exercises exercise of the SPA Warrants in accordance with their terms to the holders this Warrant on a timely basis as set forth in Section 1(a) hereof and all other shares of capital stock required to be delivered by the SPA Warrants; Company on a timely basis as set forth in the other Transaction Documents; (iv) any applicable shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 1(f) hereof; (v) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of the Principal Market or any applicable Eligible Market on which the Common Stock is then listed or Section 1(f) hereof; (v) designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, the Company shall not have failed to timely make any payments within five (5) Business Days of when such payment is due pursuant to any Transaction Document (as defined in the Amended Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred the no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated, consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (x) the Registration Statement to not to be effective and available for or the resale of all the Warrant Shares or (y) both the Registration Statement prospectus contained therein to not to be effective and available and Rule 144 (as defined in the Amended Securities Purchase Agreement) not to be available for the resale issuance by the Company to the Holder of all of the Registrable Securities (as defined Warrant Shares (disregarding any limitation on exercise of this Warrant); (viii) the Holder shall not be in (and no other Buyer shall be in) possession of any material, non-public information regarding the Amended Registration Rights Agreement) Company or any of its Subsidiaries provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; and Adjustment Shares; and (viii) (ix) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each provision, covenant, representation or warranty of each of the Transaction Documents and shall not have breached any provision, covenant, representation or warranty of any of the Transaction Document Documents. View More

Equity Conditions. Means: (i) on each day during the period beginning thirty (30) Trading Days one month prior to the applicable date of determination and ending on and including the applicable date of determination the Registration Statement is effective and the prospectus contained therein shall be available for the issuance by the Company to the Holder of all of the Warrant Shares (disregarding any limitation on exercise of this Warrant); (ii) on each day during the period beginning one month prior to the... applicable date of determination and ending on and including the applicable date of determination (the "Equity Conditions Measuring Period"), the Common Stock (including all of the Warrant Shares) is listed or designated for quotation (as applicable) on the Principal Market or any other an Eligible Market and shall not have been suspended from trading on such exchange or market an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by such exchange or market an Eligible Market have been threatened (with a reasonable prospect of delisting occurring) or pending pending, which has not been disclosed on the date hereof in the SEC Documents (as defined in the Securities Purchase Agreement) either (A) in writing by such exchange or market Eligible Market or (B) by falling below the then effective minimum listing maintenance requirements of such exchange the Eligible Market on which the Common Stock is then listed or market; (ii) no Allowed Subsequent Placement shall have occurred; designated for quotation (as applicable); (iii) on each day during the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon all exercises exercise of the SPA Warrants in accordance with their terms to the holders this Warrant on a timely basis as set forth in Section 1(a) hereof and all other shares of capital stock required to be delivered by the SPA Warrants; Company on a timely basis as set forth in the other Transaction Documents; (iv) any applicable shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 1(f)(i) hereof (Holder acknowledges that the Company shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from Holder); (v) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of the Principal Market or any applicable Eligible Market on which the Common Stock is then listed or Section 1(f) hereof; (v) designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, the Company shall not have failed to timely make any payments within five (5) Business Days of when such payment is due pursuant to any Transaction Document (as defined in the Amended Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred the no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated, consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (x) the Registration Statement to not to be effective and available for or the resale of all the Warrant Shares or (y) both the Registration Statement prospectus contained therein to not to be effective and available and Rule 144 (as defined in the Amended Securities Purchase Agreement) not to be available for the resale issuance by the Company to the Holder of all of the Registrable Securities (as defined Warrant Shares (disregarding any limitation on exercise of this Warrant); (viii) the Holder shall not be in (and no other Buyer shall be in) possession of any material, non-public information provided to any of them by the Amended Registration Rights Agreement) and Adjustment Shares; and (viii) Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in material compliance with and shall not have breached any each provision, covenant, representation or warranty of any of the Transaction Document Documents and shall not have breached any, provision, covenant, representation or warranty of any of the Transaction Documents; and (x) without limitation of the foregoing clause (ix), on each day during the Equity Conditions Measuring Period, there shall not have occurred an Event of Default (as defined under the Notes) or an event that with the passage of time or giving of notice would constitute an Event of Default. View More

Equity Conditions. (i) on each day during the period beginning on the date of thirty (30) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination (the "Equity 'Equity Conditions Measuring Period"), Period'), all of the shares of Common Stock issuable hereunder and pursuant to the other SPA Warrants shall be able to be issued and resold without restriction or limitation either (x) pursuant to the Registration Statement or (y) without the need for... registration under any applicable federal or state securities laws, including without the requirement to be subject to Rule 144(c)(1), (ii) on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market or any other Eligible Market and shall not have been suspended from trading on such exchange or market nor shall delisting or suspension by such exchange or market been threatened or pending either (A) in writing by such exchange or market or (B) by falling below the then effective minimum listing maintenance requirements of such exchange or market; (ii) no Allowed Subsequent Placement shall have occurred; (iii) during the Equity Conditions Measuring Period, the Company shall have delivered shares of Common Stock upon all exercises exercise of the SPA Warrants in accordance with their terms to the holders on a timely basis as set forth in Section 1(a) of the SPA Warrants; (iv) any applicable shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of the Principal Market or any applicable Eligible Market or Section 1(f) hereof; (v) during the Equity Conditions Measuring Period, the Company shall not have failed to timely make any payments within five (5) Business Days of when such payment is due pursuant to any Transaction Document (as defined in the Amended Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred the public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or consummated, (vii) the Company shall have no knowledge that of any fact that would cause either (x) the Registration Statement not to be effective and available for the issuance and resale of all shares of Common Stock issuable hereunder and pursuant to the other SPA Warrants or (y) any Warrant Shares or (y) both the Registration Statement not to be effective eligible for issuance and available and sale pursuant to Rule 144 (as defined in without restriction or limitation, including without the Amended Securities Purchase Agreement) not requirement to be available subject to Rule 144(c)(1), and without the need for the resale of all the Registrable Securities (as defined in the Amended Registration Rights Agreement) and Adjustment Shares; registration under any applicable federal or state securities laws, as applicable; and (viii) the Company otherwise shall have been in compliance with and shall not have breached any provision, covenant, representation or warranty of any Transaction Document Document. View More

Equity Conditions. During Means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Debenture, Note, (c)(i) there is an effective Registration Statement registration statement pursuant to which the Holder is permitted to utilize the prospectus... thereunder to resell all of the shares of Common Shares Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares and Warrant Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) 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, (d) the Common Shares are Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Shares Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Shares Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Repayment, the shares issuable upon conversion in full of the Optional Repayment Amount) to the Holder would not violate the limitations set forth in Section 4(d) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, and (i) the applicable 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, Company that constitutes, or may constitute, material non-public information information, and (j) the Company has timely filed (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act View More

Equity Conditions. During the period in question, (a) the Company shall have duly honored all conversions and redemptions exercises scheduled to occur or occurring by virtue of one or more Exercise Notices of Conversion of the Holder, applicable Holder on or prior to the dates so requested or required, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of this Debenture, (c)(i) Warrant and the other Transaction Documents, (c) (i) there is an... effective Registration Statement registration statement pursuant to which the Holder is Holders are permitted to utilize the prospectus thereunder to resell all of the Common Underlying Shares issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) future), or (ii) all of the Conversion Underlying Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined confirmed by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and reasonably acceptable to the Company's Transfer Agent and the Holder, affected Holders, (d) the Common Shares are Stock is trading on a Trading the Nasdaq Capital Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Shares Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized authorized, but unissued and otherwise unreserved, shares of Common Shares Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing an Event of Default and has not occurred, whether or not such Event of Default has been cured (other than an Event of Default set forth in clause (xv) of the definition of Event of Default which has been cured), (g) there is no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) (h) the issuance of the shares in question (or, in the case of an Optional Repayment, the shares issuable upon conversion in full of the Optional Repayment Amount) to the applicable Holder would not violate exceed the limitations set forth in Section 4(d) herein, (h) Beneficial Ownership Limitation, (i) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, and (i) (j) the applicable 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, Company that constitutes, or may constitute, material non-public information information, (k) Shareholder Approval has been obtained, and (l) a Public Information Failure is not pending View More

Equity Conditions. During Means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Debenture, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Shares Stock issuable pursuant to the Transaction Documents this Debenture (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents this Debenture (and shares issuable in lieu of cash payments of interest) 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, (d) the Common Shares are Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents this Debenture are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Shares Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Shares Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, this Debenture, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Repayment, the shares issuable upon conversion in full of the Optional Repayment Amount) to the Holder would not violate the limitations set forth in Section 4(d) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, and (i) the applicable 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, Company that constitutes, or may constitute, material non-public information information, and (j) the Company has timely filed (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act View More

Equity Conditions. On each day during the Measurement Measuring Period, (i) the Common Stock is not under chill or freeze from DTC, (ii) the Common Stock is designated for trading on a OTCQB or higher stock market and will shall not have been suspended from trading on such market, and delisting or suspension by the Trading Market has not been threatened or pending, either in writing by such market or because Company has fallen below the then effective minimum listing maintenance requirements of such market; (ii) (iii) the Company has delivered Conversion Shares upon all conversions or redemptions of the Warrant this Note in accordance with their terms to the Investor on a timely basis; (iii) (iv) the Company will have no knowledge of any fact that would cause both of the following (A) a registration statement not to be effective and available for the resale of all Conversion Shares, and (B) Section 3(a)(9) under the Securities Act of 1933, as amended, not to be available for the issuance of all Conversion Shares, or Regulation S or Securities Act Rule 144 not to be available for the resale of all the Conversion Shares underlying the Warrant without restriction; (iv) (v) there has been a minimum of $5 million 5 times the amount of Face Value of the Note then being converted by the Company in aggregate trading volume over in the last prior 20 consecutive Trading Days; (v) (vi) all shares of Common Stock to which Investor is entitled have been timely received into Investor's designated account in electronic form fully cleared for trading; (vi) the Company otherwise will shall have been in compliance with and will shall not have breached any provision, covenant, representation or warranty of any Transaction Document; and (vii) the Measuring Metric is at least $1.50. not more than 3 Trigger Events shall have occurred. View More

Equity Conditions. On each day during the Measurement Measuring Period, (i) the Common Stock is not under chill or freeze from DTC, (ii) the Common Stock is designated for trading on a OTCQB or higher stock market and will shall not have been suspended from trading on such market, and delisting or suspension by the Trading Market has not been threatened or pending, either in writing by such market or because Company has fallen below the then effective minimum listing maintenance requirements of such market; (ii) (iii) the Company Corporation has delivered Conversion Shares upon all conversions or redemptions of the Warrant this Debenture in accordance with their terms to the Investor Holder on a timely basis; (iii) (iv) the Company Corporation will have no knowledge of any fact that would cause both of the following (A) a registration statement not to be effective and available for the resale of all Conversion Shares, and (B) Section 3(a)(9) under the Securities Act of 1933, as amended, not to be available for the issuance of all Conversion Shares, or Regulation S or Securities Act Rule 144 not to be available for the resale of all the Conversion Shares underlying the Warrant without restriction; (iv) (v) there has been a minimum of $5 million 5 times the amount of Face Value of the Debenture then being converted in aggregate trading volume over in the last prior 20 consecutive Trading Days; (v) all shares of Common Stock to which Investor Holder is entitled have been timely received into Investor's Holder's designated account in electronic form fully cleared for trading; (vi) the Company Corporation otherwise will shall have been in compliance with and will shall not have breached any provision, covenant, representation or warranty of any Transaction Document; and (vii) the Measuring Metric is at least $1.50. not more than 3 Trigger Events shall have occurred View More

Equity Conditions. On each day during the Measurement Period, (i) the Common Stock is not under chill or freeze from DTC, the Common Stock is designated for trading on OTCQB the Nasdaq Capital Market or higher market and will market, has not have been suspended from trading on such market, and delisting or suspension by the Trading Market has not been threatened or pending, either in writing by such market or because Company has fallen below and the then effective Corporation meets all then-effective minimum... listing maintenance requirements of such market; (ii) the Company Corporation has timely delivered all Conversion Shares upon all conversions or redemptions of the Warrant this Debentures in accordance with their terms to the Investor on a timely basis; terms; (iii) the Company Corporation will have no knowledge of any fact that would cause both of the following (A) a registration statement not to be effective and available for the resale of all Conversion Shares, and (B) Section 3(a)(9) under the Securities Act of 1933, as amended, not to be available for the issuance of all Conversion Shares, or Regulation S or Securities Act Rule 144 not to be available for the resale of all the Conversion Shares underlying the Warrant without restriction; (iv) there has been a minimum of $5 million in aggregate trading volume over the last 20 consecutive Trading Days; (v) all shares of Common Stock to which Investor Holder is entitled have been timely received into Investor's Holder's designated account in electronic form fully cleared for trading; (vi) and (v) the Company Corporation otherwise will shall have been in compliance with and will shall not have breached any provision, covenant, representation or warranty of any Transaction Document; (vii) the Measuring Metric is at least $1.50. Document View More

Equity Conditions. Means: (i) the Company shall have complied in all respects with all applicable securities laws and regulations and all rules and regulations of the Eligible Markets in respect of the offer, sale and issuance of the Securities under the Transaction Documents, (ii) the Common Stock (including all shares of Common Stock to be received by Holder) shall be listed or designated for quotation (as applicable) on an Eligible Market and no Trading Market Event (or event which with notice or passage of... time would be a Trading Market Event) has occurred, (iii) the Company shall be in compliance in all material respects with all of its obligations under all of the Transaction Documents, (ii) (iv) each of the Registration Statement and the Prospectus contained therein (each as defined in the Securities Purchase Agreement) shall then continue to be effective and fully available for use with respect to issuance of all of the Securities, including, without limitation, any issuance of Warrant Shares pursuant to a cash exercise hereof, including without limitation a pursuant to a Mandatory Exercise under Section 18, (iii) (v) all Common Shares and Warrant Shares (including any Warrant Shares to be received upon exercise or exchange of this Warrant and including any Warrant Shares to be issued in a cash exercise) shall be then, or then (or upon such issuance shall be (as the case may be), be)) freely tradable tradeable by Holder without restriction of any kind or nature (including, without limitation, under applicable securities laws) (and the Company shall have no knowledge of any fact which would reasonably be expected to negate the foregoing in the foreseeable future) other than restrictions that may result from the Holder being an "affiliate" of the Company as defined in Rule 144 promulgated under the 1933 Act solely by having beneficial ownership of greater than 10% of the Common Stock (as determined in accordance with Section 13(d) of the 1934 Act), and (iv) future), (vi) no limitation shall be applicable with respect to the issuance of any Warrant Shares for cash hereunder (other than under Section 1(f)). 1(f)(i)), and (vii) the Company is fully reporting under the 1934 and Rule 144 and has been such on a timely basis for the 15 months immediately preceding the date of determination. For purposes hereof a "Trading Market Event" shall mean if the Company or the Common Stock or any shares of Common Stock issued or issuable hereunder or under any other Transaction Document shall cease or fail to be listed for trading or quoted on an Eligible Market. View More