Equity Conditions Definition Example with 6 Variations
This page contains an example definition of Equity Conditions, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
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 DocumentView 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
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. (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 Conditions Measuring 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. (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 either (x) the Registration Statement shall be effective (and the Prospectus contained therein shall be available for use by the Holder) or (y) there is an effective registration statement permitting the resale by the Holder of all of the Warrant Shares; (ii) on each day during the period beginning three... months prior to the applicable date of determination and ending and including the applicable date of determination (the "Equity Conditions Measuring Period"), the Common Stock (including all Warrant Shares) is listed or designated for quotation 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 such exchange or market; (ii) no Allowed Subsequent Placement shall have occurred; the Eligible Market on which the Common Stock is then listed; (iii) on each day 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 this Warrant on a timely basis as set forth in Section 1(a) hereof and all other shares of Common Stock required to be delivered by the SPA Warrants; Company on a timely basis as set forth in the Purchase Agreement; (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 or Section 1(f) hereof; on which the Common Stock is then listed; (v) 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, (vii) consummated; (vi) the Company shall have no knowledge of any fact that would reasonably be expected to cause (x) (1) the Registration Statement not to be effective and available for or 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) Prospectus contained therein not to be available for use by the Holder or (2) if applicable, any other registration statement permitting the resale of all of the Registrable Securities (as defined Warrant Shares not to be effective or the Prospectus contained therein not to be available for use by the Holder; (vii) the Holder shall not be in possession of any material, non-public information provided to any of them by the Amended Registration Rights Agreement) and Adjustment Shares; and Company or any of its affiliates; (viii) 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 provision, covenant, representation or warranty of any Transaction Document this Warrant or the Purchase Agreement; and (ix) no Common Stock trades at a price less than the Trigger Price (as defined below) (as adjusted for stock splits, combinations and the like). View More
Equity Conditions. means: (i) on each day during the period beginning thirty (30) twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination (the "Equity (each, an Equity Conditions Measuring Period"), Period), either (x) the Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all Registrable Securities required to be covered thereby in accordance with the terms of... the Registration Rights Agreement and no Event (as defined in the Registration Rights Agreement) shall have occurred and be continuing or (y) all shares of Common Stock issuable upon conversion of the SPA Securities, and upon cashless exercise of the SPA Warrants shall be eligible for sale pursuant to Rule 144 without restriction or limitation including without the requirement to be subject to Rule 144(c)(1) 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 the Principal Market or any other an Eligible Market and shall not have been suspended from trading on such exchange or 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 been threatened or pending either (A) in writing by such exchange or market (other than a notice from the Principal Market to the effect that the common stock does not satisfy Nasdaq Marketplace Rule 4310(c)(4) (the Minimum Bid Price Rule), and that in accordance with the rules of the Principal Market, the Company will be provided 180 calendar days to regain compliance with the Minimum Bid Price Rule or be delisted from the Principal Market) or (B) by falling below the then effective minimum listing maintenance requirements of all such exchange or market; (ii) no Allowed Subsequent Placement shall have occurred; Eligible Markets; (iii) during the Equity Conditions Measuring Period, one (1) year period ending on and including the date immediately preceding the applicable date of determination, the Company shall have delivered shares of Common Stock Conversion Shares upon all exercises conversion of the SPA Warrants in accordance with their terms Securities to the holders on a timely basis as set forth in Section 1(a) 3(c)(ii) of the SPA Warrants; Securities and upon exercise of the SPA Warrants to the Holders on a timely basis as set forth in Section 1(a) hereof; (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(g) hereof and the rules or regulations of the Principal Market or any applicable Eligible Market or Section 1(f) hereof; Market; (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); Document; (vi) during the Equity Conditions Measuring Period, there shall not have occurred either (A) the public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or consummated, consummated or (B) an Event of Default (as defined in the SPA Securities) or an event that with the passage of time or giving of notice would constitute an Event of Default; (vii) the Company shall have no knowledge of any fact that would cause (x) the Registration Statement Statements required pursuant to the Registration Rights Agreement not to be effective and available for the resale of all remaining Registrable Securities in accordance with the Warrant Shares terms of the Registration Rights Agreement or (y) both any shares of Common Stock issuable upon conversion of the Registration Statement SPA Securities and upon cashless exercise of the Warrants not to be effective and available and eligible for sale pursuant to Rule 144 without restriction or limitation including without the requirement to be subject to Rule 144(c)(1) and without the need for registration under any applicable federal or state securities laws; (viii) the Stockholder Approval (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) shall have been obtained; and Adjustment Shares; and (viii) (ix) the Company otherwise shall have been in material compliance with and shall not have materially breached any provision, covenant, representation or warranty of any Transaction Document Document. View More
