Equity Conditions

Equity Conditions. Means, with With respect to a specified issuance of Common Stock, that each of the following conditions is satisfied: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance; (ii) such shares of Common Stock are registered for resale by the Holder and may be sold by the Holder pursuant to an effective Registration Statement covering the Underlying Shares or all such shares may be sold without volume restrictions pursuant to Rule... 144(k) under the Securities Act; (iii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible the Trading Market and such shares of Common Stock are approved for listing upon issuance; (iv) such issuance would be permitted in full without violating Section 6(b) hereof or the rules or regulations of any Trading Market; (v) (iii) no Bankruptcy Event has occurred; (vi) (iv) the Company conversion of the Series E Preferred Stock is permitted by the Trading Market and all other applicable laws, rules and regulations; and (v) the Corporation is not in default with respect to any material obligation hereunder or under any other Transaction Document; and (vii) no public announcement of a pending or proposed Change of Control transaction has occurred that has not been consummated. Document View More

Equity Conditions. Means, with With respect to a specified issuance of Common Stock, that each of the following conditions is satisfied: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance; (ii) such shares of Common Stock are registered for resale by the Holder Holders and may be sold by the Holder Holders pursuant to an effective Underlying Shares Registration Statement covering the Underlying Shares or all such shares may be sold without... volume restrictions pursuant to Rule 144(k) under the Securities Act; (iii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible Market and such shares of Common Stock are approved for listing upon issuance; (iv) such issuance would be permitted in full without violating Section 6(b) 18 hereof or the rules or regulations of any Trading Market; (v) no Bankruptcy Event has occurred; (vi) unless the Company Corporation has obtained shareholder approval in accordance with the rules and regulations of its Trading Market, the aggregate amount of Common Stock issued to the Purchasers (taking into account the current contemplated issuance of Common Stock) is less than 6,986,734 shares; (vii) the Corporation is not in default with respect to any material obligation hereunder or under any other Transaction Document; and (vii) no public announcement (viii) none of the following events have occurred and are continuing (A) an event constituting a pending Triggering Event or (B) an event that with the passage of time and without being cured would constitute a Triggering Event other than a pending, proposed or intended Change of Control transaction has occurred Control. For the purposes of this definition, shares of Series A-2 Preferred that has are not been consummated. outstanding shall be deemed to have a conversion price of $7.00 (as adjusted for stock dividends, stock splits, stock combinations or other similar events) View More

Equity Conditions. Means, with respect to a specified issuance of Common Stock, that each of the following conditions is satisfied: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance; (ii) such shares of Common Stock are registered for resale by the Holder and may be sold by the Holder pursuant to an effective Registration Statement covering the Underlying Shares or all such shares may be sold without volume restrictions pursuant to Rule... 144(k) under the Securities Act; (iii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible the Trading Market and such shares of Common Stock are approved for listing upon issuance; (iv) such issuance would be permitted in full without violating Section 6(b) hereof or the rules or regulations of any Trading Market; (v) (iii) no Bankruptcy Event has occurred; (vi) (iv) the Company conversion of the Series A Preferred Stock is permitted by the Trading Market and all other applicable laws, rules and regulations; and (v) the Corporation is not in default with respect to any material obligation hereunder or under any other of the Transaction Document; and (vii) no public announcement of a pending or proposed Change of Control transaction has occurred that has not been consummated. Documents. View More

Equity Conditions. : (i) on each day during the period beginning three (3) months thirty (30) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination (the "Equity Conditions Measuring Period"), either (x) the Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement and there shall... not have been any Grace Periods (as defined in the Registration Rights Agreement) or (y) all shares of Common Stock issuable upon exercise of the Warrants and all Common Shares (as defined in the Securities Purchase Agreement) shall be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws; (ii) on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on an the Principal Market or any other Eligible Market and shall not have been suspended from trading on such Eligible Market (other than suspensions of not more than three (3) days and occurring prior to the applicable date of determination due to business announcements by the Company) exchange or market nor shall proceedings for such delisting or suspension by such Eligible Market have exchange or market been commenced, threatened or pending either (A) in writing by such Eligible Market exchange or market or (B) by falling below the then effective minimum listing maintenance requirements of such Eligible Market; exchange or market; (ii) no Allowed Subsequent Placement shall have occurred; (iii) on each day during the Equity Conditions Measuring Period, the Company shall have delivered shares of Common Stock upon exercise all exercises of the SPA Warrants in accordance with their terms to the Holders holders on a timely basis as set forth in Section 1(a) hereof; 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 Section 1(f) hereof or the rules or regulations of the Principal Market or any applicable Eligible Market; 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 either the public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or consummated; consummated, (vii) the Company shall have no knowledge of any fact that would cause (x) the Registration Statements required pursuant to the Registration Rights Agreement Statement not to be effective and available for the resale of at least all the Warrant Shares or (y) both the Registration Statement not to be effective and available and Rule 144 (as defined in the Amended Securities Purchase Agreement) not to be available for the resale of all the Registrable Securities (as defined in accordance with the terms of the Amended Registration Rights Agreement or (y) any shares of Common Stock issuable upon exercise of the Warrants not to be eligible for sale without restriction pursuant to Rule 144(k) Agreement) and any applicable state securities laws; Adjustment Shares; and (viii) the Company otherwise shall have been in compliance with each material and shall not have breached any provision, covenant, representation or warranty of any Transaction Document; and (ix) the average daily trading volume for the Common Stock exceeds 150,000 shares of Common Stock during the period beginning on the first day of the Option Exercise Eligibility Period and ending on the Mandatory Exercise Date. Document View More

Equity Conditions. : (i) (A) on each day during the period beginning three (3) months thirty (30) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination (the "Equity Conditions Measuring Period"), either (x) the Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement and there... shall not have been any Grace Periods (as defined in the Registration Rights Agreement) or (y) all shares of Common Stock issuable upon exercise of the Warrants and all Common Shares (as defined in the Securities Purchase Agreement) shall be eligible for sale resale without restriction or limitation and without the need for registration (other than any restriction or limitation resulting from the status of the holder of the Warrants as an affiliate of the Company) under any applicable federal or state securities laws; (ii) the Securities Act; (B) on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market or an Eligible Market and shall not have been suspended from trading on such Eligible Market from any applicable exchanges or markets (other than suspensions of not more than three (3) two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall the Company have received notice that proceedings for such delisting or suspension by from all such Eligible Market exchanges or markets have been commenced, threatened or pending following the conclusion of any applicable grace period either (A) (1) in writing by such Eligible Market all relevant exchanges and markets or (B) (2) by falling below the minimum listing maintenance requirements of such all relevant exchanges and markets unless, in the case of clause (1) or (2) above, the Company shall meet all minimum listing conditions of one or more other Eligible Market; (iii) Markets; (C) on each day during the Equity Conditions Measuring Period, the Company shall have delivered Common Stock upon exercise of the Warrants to the Holders Holder on a timely basis as set forth in Section 1(a) hereof; (iv) (D) 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) 1(g) hereof or the rules or regulations of the applicable Eligible Principal Market; (v) during provided, however, that the Equity Conditions Measuring Period, foregoing shall not preclude the Company shall from issuing such number of shares that does not have failed to timely make cause any payments within five (5) Business Days of when such payment is due pursuant to any Transaction Document (as defined in the Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred either the public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or consummated; (vii) violation; and (E) the Company shall have no knowledge of any fact that would cause (x) the Registration Statements required pursuant to the Registration Rights Agreement not to be effective and available for the resale of at least all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement or (y) any shares of Common Stock issuable upon exercise of the Warrants not to be eligible for sale resale without 13 restriction pursuant to Rule 144(k) or limitation and without the need for registration (other than any applicable state securities laws; (viii) restriction or limitation resulting from the Company otherwise shall have been in compliance with each material provision, covenant, representation or warranty of any Transaction Document; and (ix) the average daily trading volume for the Common Stock exceeds 150,000 shares of Common Stock during the period beginning on the first day status of the Option Exercise Eligibility Period and ending on holder of the Mandatory Exercise Date. Warrant as an affiliate of the Company) under the Securities Act. View More

Equity Conditions. : (i) Means: (A) on each day during the period beginning three (3) months thirty (30) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination (the "Equity Conditions Measuring Period"), either (x) the Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement and... there shall not have been any Grace Periods (as defined in the Registration Rights Agreement) or (y) all shares of Preferred Stock and Common Stock issued and issuable upon exercise of the Warrants and all Common Shares (as defined in the Securities Purchase Agreement) shall be eligible for sale without restriction or limitation and without the need for registration under any applicable federal or state securities laws; (ii) (B) on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market or an Eligible Market and shall not have been suspended from trading on such Eligible Market from any applicable exchanges or markets (other than suspensions of not more than three (3) th an two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall proceedings for such delisting or suspension by from all such Eligible Market exchanges or markets have been commenced, threatened or pending either (A) (1) in writing by such Eligible Market all relevant exchanges and markets or (B) (2) by falling below the minimum listing maintenance requirements of such all relevant exchanges and markets unless, in the case of clause (1) or (2) above, the Company shall meet all minimum listing conditions of one or more other Eligible Market; (iii) Markets; (C) on each day during the Equity Conditions Measuring Period, the Company shall have delivered Common Preferred Stock upon exercise of the Warrants (and Common Stock upon conversion of the Preferred Stock) to the Holders Holder on a timely basis as set forth in Section 1(a) hereof; (iv) (D) 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 or v iolating the rules or regulations of the applicable Eligible Principal Market; (v) provided, however, that the foregoing shall not preclude the Company from issuing such number of shares that does not cause any such violation; (E) 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 Securities Purchase Agreement); (vi) Certificate of Designations); (F) during the 10 Equity Conditions Measuring Period, there shall not have occurred either a Triggering Event (as defined in the public announcement Certificate of Designations) or an event that with the passage of time or giving of notice would constitute a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or consummated; (vii) Triggering Event; (G) the Company shall have no knowledge of any fact that would cause (x) the Registration Statements required pursuant to the Registration Rights Agreement not to be effective and available for the resale of at least all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement or (y) any shares of Common Preferred Stock issued and issuable upon exercise of the Warrants and Common Stock issued and issuable upon conversion of the Preferred Stock not to be eligible for sale without restriction pursuant to Rule 144(k) or limitation and without the need for registration under any applicable federal or state securities laws; (viii) (H) the arithmetic average of the Daily Dollar Volumes for the Common Stock on the Trading Days during the Equity Conditions Measuring Period exceeds $200,000; and (I) on each day during the sixty (60) calendar days prior to the applicable date of determination and ending on the applicable d ate of determination, the Company otherwise shall have been in material compliance with each material and shall not have materially breached any provision, covenant, representation or warranty of any Transaction Document; and (ix) the average daily trading volume for the Common Stock exceeds 150,000 shares of Common Stock during the period beginning on the first day of the Option Exercise Eligibility Period and ending on the Mandatory Exercise Date. 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