Triggering Event. Means any of the following events: (a) the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of five or more Trading Days (which need not be consecutive Trading Days); (b) the Company fails for any reason to deliver a certificate evidencing any Securities to a Purchaser within five Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise or
... conversion rights of the Holders pursuant to any Transaction Document are otherwise suspended for any reason; (c) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Note; (d) at any time after the Closing Date, any Common Stock issuable pursuant to the Transaction Documents is not listed on an Eligible Market; (e) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock; (f) the effectiveness of the Registration Statement lapses for any reason or the Holder shall not be permitted to resell any Underlying Shares under the Registration Statement, in either case, for five or more Trading Days (which need not be consecutive Trading Days); (g) the Company fails to make any cash payment required under the Transaction Documents and such failure is not cured within five days after notice of such default is first given to the Company by a Purchaser; (h) the Company defaults in the timely performance of any obligation under the Transaction Documents and such default continues uncured for a period of 20 days after the date on which notice of such default is first given to the Company by a Purchaser (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within 20 days); or (i) the Company materially breaches any of its representations or warranties under the Transaction Documents.
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Triggering Event.
Means means any of the following events: (a) the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of five or more Trading Days (which need not be consecutive Trading
Days); Days) in any 180 Trading Day period; (b)
the Company fails for any reason to deliver a certificate evidencing any Securities to a Purchaser within five Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise or
... conversion rights of the Holders pursuant to any Transaction Document are otherwise suspended for any reason; reason other than pursuant to Section 6(b) of the Notes and Section 11 of the Warrants; (c) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Note; Notes and Warrants or fails to have full authority, including under all laws, rules and regulations of any Trading Market, to issue such Underlying Shares (other than stockholder approval); 3 (d) at any time after the Closing Date, any Common Stock issuable pursuant to the Transaction Documents is not listed on an Eligible Market; (e) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock; (f) after the effectiveness of the Registration Statement lapses for any reason or Statement, the Holder shall not Equity Conditions fail to be permitted to resell any Underlying Shares under the Registration Statement, in either case, satisfied for five or more Trading Days (which need not be consecutive Trading Days); (g) Days) in any 180 Trading Day period; (f) the Company or any Subsidiary fails to make any cash payment required under the any Transaction Documents Document to which it is a party and such failure is not cured within five days after notice of such default is first given to the Company by a Purchaser; (h) Holder; (g) the Company or any Subsidiary defaults in the timely performance of any other material obligation under the any Transaction Documents Document to which it is a party and such default continues uncured for a period of 20 fifteen days after the date on which notice of such default is first given to the Company by a Purchaser Holder (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within 20 fifteen days); or (i) (h) the Company materially or any Subsidiary breaches in any material respect any of its representations or warranties under the any Transaction Documents. Document to which it is a party; or (i) any change, event or circumstance that has had or could reasonably be expected to result in a Material Adverse Effect.
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Triggering Event.
Means any of the following events: (a)
the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of five or more Trading Days (which need not be consecutive Trading Days); (b) the Company fails for any reason to deliver a certificate evidencing any Securities to a Purchaser within
five seven Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise or conversion rights of the Holders pursuant
... to any Transaction Document are otherwise suspended for any reason; (c) reason (except as the result of restrictions on exercise or conversion set forth in the Transaction Documents); (b) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Note; (d) (c) at any time after the Closing Date, any Common Stock issuable pursuant to the Transaction Documents is not listed on an Eligible Market; (e) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock; (f) (d) the effectiveness of the Registration Statement lapses for any reason or the Holder shall not be permitted to resell any applicable Underlying Shares under the Registration Statement, in either case, for five 10 or more Trading Days (which need not be consecutive Trading Days); (g) Days), except in connection with a Suspension Event in accordance with Section 6.1(g) of the Purchase Agreement; (e) the Company fails to make any cash payment required under the Transaction Documents and such failure is not cured within five days after notice of such 3 default is first given to the Company by a Purchaser; (h) (f) a breach of Section 3(d) or Section 10(d) herein (provided that a breach of Section 10(d) shall not be a Triggering Event if the proceeds from such transaction are used to prepay the Notes in full under Section 12(b) hereof), or (g) the Company breaches any representation, warranty or covenant or defaults in the timely performance of any other obligation or covenant under the Transaction Documents and such breach or default continues uncured for a period of 20 days after the date on which notice of such breach or default is first given to the Company by a Purchaser (it being understood that no prior notice need be given in the case of a breach or default that cannot reasonably be cured within 20 days); or (i) the Company materially breaches any of its representations or warranties under the Transaction Documents. days).
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Triggering Event.
Means means any of the following events: (a) the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of
five ten or more Trading Days (which need not be consecutive Trading
Days); Days) in any 12 month period; (b) the Company fails for any reason to deliver
a certificate an instrument evidencing any Securities to a Purchaser within
five ten Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the
... class="diff-color-red">exercise or conversion rights of the Holders pursuant to any Transaction Document are otherwise suspended for any reason; (c) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue the Common Stock underlying the Underlying Shares upon Securities or fails to have full authority, including under all laws, rules and regulations of any exercise of the Note; Trading Market, to issue such Common Stock; (d) at any time after the Closing Date, any Common Stock issuable pursuant to the Transaction Documents is not listed on an Eligible Market; (e) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock; (f) the effectiveness of the Registration Statement lapses for Company or any reason or the Holder shall not be permitted to resell any Underlying Shares under the Registration Statement, in either case, for five or more Trading Days (which need not be consecutive Trading Days); (g) the Company Subsidiary fails to make any cash payment required under the any Transaction Documents Document to which it is a party and such failure is not cured within five days after notice of such default is first given to the Company by a Purchaser; (h) Holder; (g) the Company or any Subsidiary defaults in the timely performance of any other material obligation under the any Transaction Documents Document to which it is a party and such default continues uncured for a period of 20 15 days after the date on which notice of such default is first given to the Company by a Purchaser Holder (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within 20 fifteen days); or (i) (h) the Company materially or any Subsidiary breaches in any material respect any of its representations or warranties under the any Transaction Documents. Document to which it is a party; or (i) any change, 4 event or circumstance that has had or could reasonably be expected to result in a Material Adverse Effect.
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Triggering Event.
Means any of the following events: (a)
the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of five or more Trading Days (which need not be consecutive Trading Days); (b) the Company fails for any reason to deliver a certificate evidencing any Securities to a
Purchaser Holder within five Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise or conversion rights of the Holders
... pursuant to any Transaction Document are otherwise suspended for any reason; (c) (b) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Note; (d) (c) at any time after the Closing Date, any Common Stock issuable pursuant to the Transaction Documents is not listed on an Eligible Market; (e) (d) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock; (f) (e) the effectiveness of the Registration Statement lapses for any reason or the Holder shall not be permitted to resell any Underlying Shares under the Registration Statement, in either case, for five or more Trading Days (which need not be consecutive Trading Days); (g) (f) the Company fails to make any cash payment required under the Transaction Documents and such failure is not cured within five days after notice of such default is first given to the Company by a Purchaser; Holder; (g) a breach of any covenant contained herein or in any other Transaction Document, (h) the failure of the Company to deliver the executed agreements required under Section 2.3(a) of the Purchase Agreement within 10 Trading Days following the Closing Date, or (i) the Company breaches any representation or warranty or defaults in the timely performance of any other obligation under the Transaction Documents and such breach or default continues uncured for a period of 20 days after the date on which notice of such breach or default is first given to the Company by a Purchaser Holder (it being understood that no prior notice need be given in the case of a breach or default that cannot reasonably be cured within 20 days); or (i) the Company materially breaches any of its representations or warranties under the Transaction Documents. days).
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Triggering Event.
Means means any of the following events: (a) the Common Stock is not listed or quoted, or is suspended from trading,
in each case, on an Eligible Market for a period of
five 20 or more Trading Days (which need not be consecutive Trading Days); (b) the Company fails for any reason to deliver a certificate evidencing any Securities to a Purchaser within five Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise or conversion rights of the
... Holders pursuant to any Transaction Document are otherwise suspended for any reason; (c) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Note; (d) at any time after the Closing Date, any Common Stock issuable pursuant to the Transaction Documents is not listed on an Eligible Market; (e) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock; (f) (e) the effectiveness of the Registration Statement lapses for any reason or the Holder shall not be permitted to resell any Underlying Shares under the Registration Statement, in either case, for five 20 or more Trading Days (which need not be consecutive Trading Days); (g) days in any 12 month period or for more than twice any 12 month period; (f) the Company fails to make any cash payment required under the Transaction Documents and such failure is not cured within five days after notice of such default is first given to the Company by a Purchaser; (h) or (g) the Company defaults in the timely performance of any other obligation under the Transaction Documents and such default continues uncured for a period of 20 days after the date on which notice of such default is first given to the Company by a Purchaser (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within 20 days); or (i) the Company materially breaches any of its representations or warranties under the Transaction Documents. days).
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Triggering Event.
Means means any of the following events: (a) the Common Stock is not listed or quoted, or is suspended from trading,
in each case, on an Eligible Market for a period of
five 20 or more Trading Days (which need not be consecutive Trading Days); (b) the Company fails for any reason to deliver a certificate evidencing any Securities to a Purchaser within five Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise or conversion rights of the
... Holders pursuant to any Transaction Document are otherwise suspended for any reason; (c) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Note; (d) at any time after the Closing Date, any Common Stock issuable pursuant to the Transaction Documents is not listed on an Eligible Market; (e) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock; (f) (e) the effectiveness of the Registration Statement lapses for any reason or the Holder shall not be permitted to resell any Underlying Shares under the Registration Statement, in either case, for five 20 or more Trading Days (which need not be consecutive Trading Days); (g) days in any 12 month period or for more than twice any 12 month period; (f) the Company fails to make any cash payment required under the Transaction Documents and such failure is not cured within five days after notice of such default is first given to the Company by a Purchaser; (h) or (g) the Company defaults in the timely performance of any other obligation under the Transaction Documents and such default continues uncured for a period of 20 days after the date on which notice of such default is first given to the Company by a Purchaser (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within 20 days); or (i) the Company materially breaches any of its representations or warranties under the Transaction Documents. days).
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Triggering Event.
Means means any of the following events: (a) the Common
---------------- Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of
five or more Trading Days (which need not be three (3) consecutive Trading
Days); Days; (b) the Company fails for any reason to deliver a certificate evidencing
any Securities this Note or shares of Common Stock issuable upon conversion of 3 this Note to
a Purchaser the Holder within
five ten (10) Trading Days after delivery
... of such certificate is required pursuant to any Transaction Document or the exercise or if conversion rights of the Holders pursuant rights, with respect to any Transaction Document this Note are otherwise suspended for any reason; reason for a period of more than five (5) consecutive Trading Days; (c) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares Common Stock upon any exercise conversion of the this Note; (d) at any time after the Closing Date, Required Effectiveness Date (as defined in the Registration Rights Agreement), any Common Stock issuable pursuant to upon the Transaction Documents conversion of this Note is not listed on an Eligible Market; Market for a period of three (3) consecutive Trading Days; (e) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock; (f) the effectiveness of any other Event (as defined in the Registration Statement lapses Rights Agreement) occurs and remains uncured for any reason or the Holder shall not be permitted to resell any Underlying Shares under the Registration Statement, in either case, for five or more Trading Days (which need not be sixty (60) consecutive Trading Days); days; (g) the Company fails to make any cash payment required under the Transaction Documents and such failure is not cured within five days (5) Trading Days after notice of such default is first given to the Company by a Purchaser; the Holder; or (h) the Company defaults in the timely performance of any other obligation under the Transaction Documents and such default continues uncured for a period of 20 twenty (20) days after the date on which notice of such default is first given to the Company by a Purchaser the Holder (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within 20 days); or (i) the Company materially breaches any of its representations or warranties under the Transaction Documents. twenty (20) days).
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