Equity Conditions. : (i) on each day during the period beginning three (3) months 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 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) nor shall proceedings for such delisting or suspension by such Eligible Market have been commenced, threatened or pending either (A) in writing by such Eligible Market or (B) by falling below the minimum listing maintenance requirements of such Eligible Market; (iii) on each day during the Equity Conditions Measuring Period, the Company shall have delivered Common Stock upon exercise of the 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(f) hereof or the rules or regulations of the applicable Eligible 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 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) 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 without restriction pursuant to Rule 144(k) and any applicable state securities laws; (viii) 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 of the Option Exercise Eligibility Period and ending on the Mandatory Exercise Date.
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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
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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.
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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.
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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 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 11 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 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 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) 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 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 Stock issued and issuable upon exercise of the Warrants 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) and (H) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been be in material compliance with each material and shall not be in breach of 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.
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Equity Conditions.
: means: (i) 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 either (x) the applicable Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and the prospectus contained therein shall be available for the resale by the Holder of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement and there shall... not have been during such period any Grace Periods (as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale without restriction under Rule 144 (as defined in the Securities Purchase Agreement) (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes and exercise of the Warrants); (ii) on each day during the period beginning three (3) months 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 (including all Registrable Securities) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on such an Eligible Market (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 proceedings for such delisting or suspension by such an Eligible Market have been commenced, threatened (with a reasonable prospect of delisting occurring) or pending either (A) in writing by such Eligible Market or (B) by falling below the minimum listing maintenance requirements of such the Eligible Market; Market on which the Common Stock is then listed or 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 exercise of the Warrants to the Holders this Warrant on a timely basis as set forth in Section 1(a) hereof; hereof and all other shares of capital stock required to be delivered by the 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 or 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 applicable Eligible Market; (v) Market on which the Common Stock is then listed or 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 Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred either the no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (x) (1) the applicable Registration Statements Statement required to be filed pursuant to the Registration Rights Agreement to not to be effective and or the prospectus contained therein to not be available for the resale of at least all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement or (y) (2) any shares of Common Stock issuable upon exercise of the Warrants Registrable Securities to not to be eligible for sale without restriction pursuant to Rule 144(k) 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or any applicable state securities laws; laws (in each case, disregarding any limitation on conversion of the Notes and exercise of the Warrants); (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 Company, any of its affiliates or any of their respective employees, officers, representatives, agents or the like; (ix) on each day during the Equity Conditions Measuring Period, 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 (x) no shares of Common Stock during trade for a price less than the period beginning on the first day of the Option Exercise Eligibility Period and ending on the Mandatory Exercise Date. Trigger Price (as defined below). 17
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Equity Conditions.
: means: (i) 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 either (x) the applicable Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and the prospectus contained therein shall be available for the resale by the Holder of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement and there shall... not have been during such period any Grace Periods (as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale without restriction under Rule 144 (as defined in the Securities Purchase Agreement) (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes and exercise of the Warrants); (ii) on each day during the period beginning three (3) months 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 (including all Registrable Securities) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on such an Eligible Market (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 proceedings for such delisting or suspension by such an Eligible Market have been commenced, threatened (with a reasonable prospect of delisting occurring) or pending either (A) in writing by such Eligible Market or (B) by falling below the minimum listing maintenance requirements of such the Eligible Market; Market on which the Common Stock is then listed or 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 exercise of the Warrants to the Holders this Warrant on a timely basis as set forth in Section 1(a) hereof; hereof and all other shares of capital stock required to be delivered by the 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 or 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 applicable Eligible Market; (v) Market on which the Common Stock is then listed or 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 Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred either the no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (x) (1) the applicable Registration Statements Statement required to be filed pursuant to the Registration Rights Agreement to not to be effective and or the prospectus contained therein to not be available for the resale of at least all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement or (y) (2) any shares of Common Stock issuable upon exercise of the Warrants Registrable Securities to not to be eligible for sale without restriction pursuant to Rule 144(k) 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or any applicable state securities laws; laws (in each case, disregarding any limitation on conversion of the Notes and exercise of the Warrants); (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 Company, any of its affiliates or any of their respective employees, officers, representatives, agents or the like; (ix) on each day during the Equity Conditions Measuring Period, 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 (x) no shares of Common Stock during trade for a price less than the period beginning on the first day of the Option Exercise Eligibility Period and ending on the Mandatory Exercise Date. Trigger Price (as defined below).
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Equity Conditions.
: means each of the following conditions: (i)
on each day during the period beginning
on the date that is three
(3) months prior to the applicable date of determination and ending on and including the applicable date of determination (the
"Equity Conditions Measuring Period"), either (x) "EQUITY CONDITIONS MEASURING PERIOD"), the
Registration Statement filed Company shall have delivered shares of Common Stock upon any exercise or conversion of the NPA Warrants or any subordinated indebtedness... or warrants issued 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 Purchase Documents (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 Note Purchase Agreement) shall be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws; Agreement); (ii) on each day during of the Equity Conditions Measuring Period, the Common Stock is designated for quotation shall be listed on the Principal Market or an 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) nor shall proceedings for such delisting or suspension by such Eligible Market market or exchange shall not have been commenced, threatened or pending either (A) in writing by such Eligible Market market or exchange or (B) by falling below the minimum listing maintenance requirements of such Eligible Market; market or exchange; (iii) on during each day during the Equity Conditions Measuring Period, the Company shall have delivered Common Stock upon exercise of the 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(f) hereof or the rules or regulations of the applicable Eligible 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 Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred either (x) the public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or consummated; (vii) consummated, (y) an event of default on any indebtedness of the Company shall have no knowledge or (z) an event that with the passage of time or giving of notice, and assuming it were not cured, would constitute an event of default on any fact that would cause (x) indebtedness of the Registration Statements Company; (iv) on each day of the Equity Conditions Measuring Period, the registration statement or registration statements required pursuant to the Registration Rights Agreement not to shall be effective and available for the resale sale 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 Agreement; (v) on each day of the Warrants not Equity Conditions Measuring Period and for the thirty Trading Days thereafter, the registration statements required pursuant to the Registration Rights Agreement shall be or shall be expected to be eligible effective and available for the sale without restriction pursuant to Rule 144(k) and any applicable state securities laws; (viii) of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement; (vi) the Company otherwise shall have been in material compliance with each and shall not have breached (unless subsequently cured by the Company prior to the first Trading Day of the Mandatory Exercise Measuring Period), in any material respect, any material provision, covenant, representation or warranty of any the Transaction Document; Documents (as defined in the Note Purchase Agreement); and (ix) (vii) the average daily trading volume for the Common Stock exceeds 150,000 shares Company shall not be in violation of Common Stock during the period beginning on the first day of the Option Exercise Eligibility Period and ending on the Mandatory Exercise Date. Section 3(d).
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Equity Conditions.
: means each of the following conditions: (i)
on each day during the period beginning
on the date that is three (3) months prior to the applicable date of determination and ending on and including the applicable date of determination (the
"Equity Conditions Measuring Period"), either (x) "EQUITY CONDITIONS MEASURING PERIOD"), the
Registration Statement filed pursuant to the Registration Rights Agreement Company 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 delivered shares of Common Stock issuable upon any exercise or conversion of the SPA Warrants and all Common Shares (as defined in or the Securities Purchase Agreement) shall be eligible for sale without restriction and without Notes or any warrants issued pursuant to the need for registration under any applicable federal or state securities laws; Senior Loan Documents; (ii) on each day during of the Equity Conditions Measuring Period, the Common Stock is designated for quotation shall be listed on the Principal Market or an 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) nor shall proceedings for such delisting or suspension by such Eligible Market market or exchange shall not have been commenced, threatened or pending either (A) in writing by such Eligible Market market or exchange or (B) by falling below the minimum listing maintenance requirements of such Eligible Market; market or exchange; (iii) on during each day during the Equity Conditions Measuring Period, the Company shall have delivered Common Stock upon exercise of the 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(f) hereof or the rules or regulations of the applicable Eligible 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 Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred either (x) the public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or consummated; (vii) consummated, (y) an event of default on any indebtedness of the Company shall have no knowledge or (z) an event that with the passage of time or giving of notice, and assuming it were not cured, would constitute an event of default on any fact that would cause (x) indebtedness of the Registration Statements Company; (iv) on each day of the Equity Conditions Measuring Period, the registration statement or registration statements required pursuant to the Registration Rights Agreement not to shall be effective and available for the resale sale 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 Agreement; (v) on each day of the Warrants not Equity Conditions Measuring Period and for the thirty Trading Days thereafter, the registration statements required pursuant to the Registration Rights Agreement shall be or shall be expected to be eligible effective and available for the sale without restriction pursuant to Rule 144(k) and any applicable state securities laws; (viii) of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement; (vi) the Company otherwise shall have been in material compliance with each and shall not have breached (unless subsequently cured by the Company prior to the first Trading Day of the Mandatory Exercise Measuring Period), in any material respect, any material provision, covenant, representation or warranty of any the Transaction Document; Documents (as defined in the Securities Purchase Agreement); and (ix) (vii) the average daily trading volume for the Common Stock exceeds 150,000 shares Company shall not be in violation of Common Stock during the period beginning on the first day of the Option Exercise Eligibility Period and ending on the Mandatory Exercise Date. Section 3(d).
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Equity Conditions.
: means each of the following conditions: (i)
on each day during the period beginning
on the date that is three
(3) months prior to the applicable date of determination and ending on and including the applicable date of determination (the
"Equity Conditions Measuring Period"), either (x) "EQUITY CONDITIONS MEASURING PERIOD"), the
Registration Statement filed Company shall have delivered shares of Common Stock upon any exercise or conversion of the LIBRA Warrants or any subordinated indebtedness... or warrants issued 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 Purchase Documents (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 Note Purchase Agreement) shall be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws; Agreement); (ii) on each day during of the Equity Conditions Measuring Period, the Common Stock is designated for quotation shall be listed on the Principal Market or an 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) nor shall proceedings for such delisting or suspension by such Eligible Market market or exchange shall not have been commenced, threatened or pending either (A) in writing by such Eligible Market market or exchange or (B) by falling below the minimum listing maintenance requirements of such Eligible Market; market or exchange; (iii) on during each day during the Equity Conditions Measuring Period, the Company shall have delivered Common Stock upon exercise of the 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(f) hereof or the rules or regulations of the applicable Eligible 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 Securities Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there shall not have occurred either (x) the public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or consummated; (vii) consummated, (y) an event of default on any indebtedness of the Company shall have no knowledge or (z) an event that with the passage of time or giving of notice, and assuming it were not cured, would constitute an event of default on any fact that would cause (x) indebtedness of the Registration Statements Company; (iv) on each day of the Equity Conditions Measuring Period, the registration 17 statement or registration statements required pursuant to the Registration Rights Agreement not to shall be effective and available for the resale sale 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 without restriction pursuant to Rule 144(k) Agreement; and any applicable state securities laws; (viii) the Company otherwise shall have been in compliance with (v) on 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 of the Option Exercise Eligibility Equity Conditions Measuring Period and ending on for the Mandatory Exercise Date. thirty Trading Days thereafter, the registration statements required pursuant to the Registration Rights Agreement shall be or shall be expected to be effective and available for the sale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement.
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Equity Conditions.
: means that each of the following conditions is satisfied: (i) on each day during the period beginning three (3) months prior to the applicable date of determination and ending on and including the applicable date of determination (the
"Equity Conditions Measuring "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 remaining 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 conversion of the Warrants and all Common Shares (as defined in the Securities Purchase Agreement) Notes shall be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws; Rule 144(k); (ii) on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on an Eligible the Principal Market and shall not have been suspended from trading on such Eligible Market exchange or market (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 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 minimum listing maintenance requirements of such Eligible Market; exchange or market; (iii) on each day 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 Common Stock Conversion Shares upon exercise conversion of the Warrants Notes to the Holders holders on a timely basis as set forth in Section 1(a) hereof; 2(c)(ii) hereof (and analogous provisions under the Other Notes) and Notes upon exercise of the Additional Investment Rights; (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) 3(d) hereof or and the rules or regulations of the applicable Eligible Principal 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 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 that is -21- not a Change of Control which has not been abandoned, terminated or consummated; consummated or (B) an Event of Default 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 any one of the following: (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 remaining Registrable Securities in accordance with the terms of the Registration Rights Agreement or (y) any shares of Common Stock issuable upon exercise conversion of the Warrants Notes not to be eligible for sale without restriction pursuant to Rule 144(k) and any applicable state securities laws; (viii) the Company shall not be in violation of Section 3(d)(ii) (assuming conversion of all of the Notes and the Notes issuable upon exercise of the Additional Investment Rights); and (ix) 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.
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