Equity Conditions

Example Definitions of "Equity Conditions"
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, (iv) each of the Registration Statement and the Prospectus contained therein (each as defined in the Securities Purchase Agreement) shall 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 Mandatory Exercise under Section 18, (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 upon such issuance (as the case may be)) freely tradeable by Holder without restriction of any kind or nature (and the Company shall have no knowledge of any fact which would reasonably be expected to negate the foregoing in the foreseeable future), (vi) no limitation shall be applicable with respect to the issuance of any Warrant Shares hereunder (other than under Section 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
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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, (iv) (ii) each of the a Registration Statement and the Prospectus contained therein (each as defined in the Securities Purchase Registration Rights Agreement) shall continue to then be effective and fully available for use with respect to issuance the resale of all of the Securities, including, without limitation, any issuance of Warrant Shares issued pursuant to a cash exercise hereof, including without limitation a Mandatory Exercise under Section 18, (v) (iii) all Underlying 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 tradeable tradable by the 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), (vi) future) other than restrictions that may result from the Holder being an "affiliate" of the Company as defined in Rule 144 promulgated under the Securities Act, and (iv) no limitation shall be applicable with respect to the issuance of any Warrant Shares for cash hereunder (other than under Section 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. 1(g)). View More
Equity Conditions. Means: (i) the Company shall have complied in all material 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, Securities, (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, nor shall delisting or suspension by any Eligible Market be pending or threatened, unless upon the occurrence of such Trading Market Event, delisting or suspension, the Common Stock would be eligible for listing or for quotation (as applicable) on another Eligible Market, (iii) the Company shall be in compliance in all material respects with all of its obligations under all of the Transaction Documents, this Warrant, (iv) each of the Registration Statement and the Prospectus contained therein (each as (as defined in the Securities Purchase Agreement) and the prospectus contained therein shall continue to be effective and fully available for use with respect to issuance the resale of all of the Securities, Registrable Securities (as defined in the Registration Rights Agreement), including, without limitation, any issuance of Warrant Shares issued pursuant to a cash exercise hereof, including without limitation a Mandatory Exercise under Section 18, (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) exercise, but taking into account the limitations of Section 1(f)) shall be then (or upon such issuance (as the case may be)) freely tradeable tradable by the Holder without restriction of any kind or nature (and the Company shall have no knowledge of any fact which would reasonably be expected to negate the foregoing in the foreseeable future), (vi) no limitation shall be applicable with respect to the issuance of any Warrant Shares hereunder (other than under Section 1(f)(i)), 1(f)), and (vii) the Company is fully reporting under the 1934 Act and Rule 144 and has been such on a timely basis for (as defined in the 15 months immediately preceding the date of determination. Securities Purchase Agreement). For purposes hereof 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 any Eligible Market. Market or shall fall below any dollar threshold for listing or qualification or the Company shall then not be in compliance with any applicable listing or qualification standard (or will be with the passage of time) 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, (iv) each of the Registration Statement and the Prospectus contained therein (each as defined in the Securities Purchase Agreement) shall 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 Mandatory Exercise under Section 18, (v) Consulting Agreement, (ii) 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 tradeable tradable 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), (vi) 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 or under Rule 144, and (iii) no limitation shall be applicable with respect to the issuance of any Warrant Shares for cash hereunder (other than under Section 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. 1(f)). View More
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Equity Conditions. 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 Common Shares... 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 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 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 on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued Common Shares 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, that constitutes, or may constitute, material non-public information View More
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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
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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 or higher market and will 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) the Company has delivered... Conversion Shares upon all conversions or redemptions of the Warrant in accordance with their terms to the Investor on a timely basis; (iii) 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) 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 is entitled have been timely received into Investor's designated account in electronic form fully cleared for trading; (vi) the Company otherwise will have been in compliance with and will not have breached any provision, covenant, representation or warranty of any Transaction Document; (vii) the Measuring Metric is at least $1.50. 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
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Equity Conditions. (i) on each day during the period beginning 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"), 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 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 of any fact that would cause (x) the Registration Statement not to be effective and available for the resale of 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 the Amended Registration Rights Agreement) and Adjustment Shares; 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 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 "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
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Equity Conditions. Each of the following: (i) on each day during the Equity Conditions Measuring Period, each Registration Statement required to be filed under the Registration Rights Agreement shall be effective and all shares of Common Stock to be issued on the applicable Installment Date shall be eligible for resale by the Holder without restriction and without need for additional registration under any applicable federal or state securities laws, and the Company shall have no knowledge of any fact that would... cause any shares of Common Stock not to be so eligible for resale by the Holder without restriction and without need for additional registration under any applicable federal or state securities laws; (ii) on each day during the Equity Conditions Measuring Period, the shares of Common Stock are designated for listing on an Eligible Market and shall not have been suspended from trading on such Eligible Market nor shall delisting or suspension by such Eligible Market have been threatened or pending in writing by such exchange nor shall there be any SEC or judicial stop trade order or trading suspension stop order; (iii) any shares of Common Stock to be issued in connection with the applicable Installment Date may be issued in full without violating the rules or regulations of the Principal Market or any applicable laws; (v) on each day during the Equity Conditions Measuring Period, the Company has not provided any Holder with any material, non-public information; (vi) on each day during the Equity Conditions Measuring Period, neither the Registration Statement nor any prospectus included therein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and such Registration Statement and any prospectus included therein shall comply with all applicable securities laws as to form and substance; (vii) the Transfer Agent is participating in DTC's Fast Automated Securities Transfer Program; (ix) all shares of Common Stock to be issued in connection with the applicable Installment Date are duly authorized and will be validly issued, fully paid and non-assessable upon issuance, free and clear of all liens, claims or encumbrances, and the issuance thereof will not require any further approvals of the Company's Board of Directors or stockholders; (x) on each day during the Equity Conditions Measuring Period, there shall not have occurred or be continuing, unless waiver by the Holder, either (A) an Event of Default or (B) an event that with the passage of time or giving of notice would constitute an Event of Default; and (xi) on each day during the Equity Conditions Measuring Period, unless waived by the Holder, the Closing Price of the Common Stock is at least $1.00 per share (appropriately adjusted for any stock split, stock dividend, stock combination, stock buy-back or other similar transaction). All references to 'Registration Statement' shall include any prospectus included therein and any amendments or supplements to such Registration Statement or any such prospectus, as filed from time to time, including without limitation, any 1934 Act filings incorporated by reference therein View More
Equity Conditions. 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) the Common Stock is listed or quoted (and is not suspended from trading) on the Trading Market and such shares of Common Stock are approved for listing upon issuance; (iii) no Bankruptcy Event has occurred; (iv) the 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 View More
Equity Conditions. Each of the following conditions: (i) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant Rule 144(k) promulgated under the 1933 Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and... substance reasonably acceptable to the Holder, (ii) the Company shall have been in material compliance with and shall not have materially breached any provision, covenant, representation or warranty of any Transaction Document and (iii) the Common Stock shall at all times be listed or quoted on an Eligible Market View More
Equity Conditions. During the period in question, (i) the Company shall duly honor all conversions scheduled to occur or occurring, (ii) the Company has an effective registration statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all the Conversion Shares issuable upon Conversion of the Convertible Debentures (and the Company believes in good faith, that such effectiveness shall continue uninterrupted for the foreseeable future), (iii) there is a sufficient number... of authorized, but unissued or otherwise unreserved shares of common stock for the issuance of all the Conversion Shares, and (iv) there is no existing Event of Default or no Event of Default which, with the passage of time or with the giving of notice, would constitute an Event of Default View More
Equity Conditions. Each of the following conditions: (i) a registration statement shall be effective and available for the issuance or resale of all remaining Warrant Shares issuable upon exercise of this Warrant; (ii) the Company shall have delivered all shares of Common Stock upon exercise of all warrants previously exercised by the Holder, including under this Warrant, in each case in accordance with the terms of the applicable warrants; (iii) 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 other applicable Eligible Market; (iv) the Holder shall not be in possession of any material, nonpublic information received from the Company, any Subsidiary or any of their respective agents or affiliates; and (v) the shares of Common Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market. For point of clarification, the non-delivery of shares of Common Stock as a result of their designation as "Excess Shares" shall not constitute an Equity Conditions Failure View More
Equity Conditions. 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 Conversion Notices of the Holder, if any, (b) 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 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 all of the shares of Common Stock issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 by a Person that is not an affiliate (as defined in Rule 144 as in effect on the Issuance Date) of the Company, and that has not been an affiliate (as defined in Rule 144 as in effect on the Issuance Date) of the Company during the three months immediately preceding such date, without volume or manner-of-sale restrictions or current public information requirements, (c) the Common Stock is trading on an Eligible Market and all of the shares issuable pursuant to the Transaction View More
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