Equity Conditions

Equity Conditions. Shall have the meaning as set forth in the Certificate of Designations (as defined in the Securities Purchase Agreement).

Equity Conditions. During the period in question, (i) the Issuer shall have duly honored all exercises of this Warrant by the Holder, if any, (ii) all liquidated damages and other amounts owing to the Holder in respect of this Warrant and the other Transaction Documents shall have been paid; (iii) (A) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares issuable pursuant to this Warrant (and the Issuer believes, in... good faith, that such effectiveness will continue uninterrupted for the foreseeable future), or (B) the Holder is able to resell the shares to be issued for which the Equity Conditions must be satisfied pursuant to Rule 144, without compliance with any of the conditions of such rule (including volume limitations or availability of current public information with respect to the Issuer) (and the Issuer believes, in good faith, that the availability of Rule 144 for such sales will continue uninterrupted for the foreseeable future), (iv) the Common Stock is trading on the Trading Market and all of the shares issuable pursuant to this Warrant are listed for trading on a Trading Market (and the Issuer believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares issuable pursuant to the Transaction Documents, (vi) there is then existing no default or event of default or event which, with the passage of time or the giving of notice, would constitute a default or an event of default under the Transaction Documents, and (vii) no public announcement of a pending or proposed Major Transaction or Triggering Event has occurred (each as defined in the Notes on the date hereof) View More

Equity Conditions. Means: (i) the shares of Common Stock to be received by Holder will be properly issued under all applicable securities laws, all rules and regulations of the Eligible Market, and all such shares shall be freely tradeable by Holder, (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, nor shall delisting or suspension by an Eligible Market be pending in or threatened other than a... pending or threatened delisting or suspension by an Eligible Market due to the average trading price of the Common Stock falling below a listing standard provided the Company is actively taking the necessary steps to effect a reverse stock split to meet the requirements of such Eligible Market or the average trading price has risen such that the pending or threatened delisting or suspension is no longer applicable, and (iii) no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated. 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, nor shall delisting or suspension by an Eligible Market be pending or threatened and still pending (iii) the Company shall be in compliance in all material respects with all of its obligations under all of the Transaction Documents, (iv) no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated, and (v) the Holder shall not be in possession of any material, non-public information provided to it by the Company, any of its affiliates or any of their respective officers, employees, directors, representatives, agents or the like. 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

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. 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

Equity Conditions. With respect to a given date of determination: (i) one or more registration statements shall be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the issuance of all shares of Common Stock to be issued in connection with the event requiring this determination (each, a Required Minimum Securities Amount) and... such shares of Common Stock may be freely resold without restriction pursuant to applicable United States federal, or state securities laws; (ii) on each day during the period beginning thirty calendar 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 (including all Shares) is listed or designated for quotation (as applicable) on NASDAQ and shall not have been suspended from trading on NASDAQ (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 Purchaser) nor shall delisting or suspension by NASDAQ have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by NASDAQ or (B) the Purchaser falling below the minimum listing maintenance requirements of NASDAQ on which the Common Stock is then listed or designated for quotation (as applicable); (iii) 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 NASDAQ; (iv) the Seller shall not be in possession of any material, non-public information provided to any of them by the Purchaser, any of its subsidiaries or any of its affiliates, employees, officers, representatives, agents or the like; (v) on the applicable date of determination (A) the applicable Required Minimum Securities Amount of shares of Common Stock are available under the certificate of incorporation of the Purchaser and reserved by the Purchaser to be issued, in each case, as required pursuant to this Agreement; and (vi) the shares of Common Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and, upon issuance, will be listed and eligible for trading without restriction on NASDAQ View More