Market Regulation Sample Clauses

Market Regulation. Unless and until the Stockholder Approval (as defined in the Exchange Agreement) has been obtained, the Company shall not be obligated to issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock combined with the issuance of shares of Common Stock pursuant to the other Securities (as defined in the Exchange Agreement) and shares of Common Stock underlying warrants issued to TPG Specialty Lending, Inc. or an affiliate thereof on or about the Closing Date (the “Warrants”), together with such shares of Common Stock issued or issuable pursuant to the Other Agreements (as defined in the Exchange Agreement) would, in the aggregate, exceed 9,645,043 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) (which is less than 20% of 48,225,219 shares of Common Stock outstanding on the date hereof) (the “Exchange Cap”). Until such Stockholder Approval is obtained, (x) at any time during the Additional Common Shares Measurement Period (as defined in the Exchange Agreement), the Company shall not be obligated to issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note, and (y) at any time after the Additional Common Shares Measurement Period, no holder of the Notes shall be issued in the aggregate, upon conversion of Notes, shares of Common Stock in an amount greater than the product of (A) 80% of the Remaining Exchange Cap (as defined in the Exchange Agreement), multiplied by (B) such Holder’s Pro Rata Portion (with respect to each such holder of the Notes, the “Exchange Cap Allocation”). In the event that any holder of the Notes shall sell or otherwise transfer any of such holder’s Notes, the transferee shall be allocated a pro rata portion of such holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Notes shall convert all of such holder’s Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the rem...

Market Regulation. The Company shall notify the Commission, NASD, the Principal Market and applicable state authorities, in accordance with their requirements, if any, of the transactions contemplated by this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Subscriber and promptly provide copies thereof to Subscriber.

Market Regulation. The Company shall only issue Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate or otherwise pursuant to the terms of this Warrant Certificate to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Company may issue without violating the rules or regulations of any Eligible Market on which the Common Shares are then listed (including without limitation Section 312.03(c) of the NYSE Listed Company Manual), except that such limitation shall not apply in the event that the Company (i) obtains the approval of its shareholders as required by the applicable rules of any Eligible Market on which the Common Shares are then listed for issuances of Common Shares in excess of such amount or (ii) obtains a written opinion from counsel to the Company that such approval is not required. In the event that shareholder approval is required with respect to the issuance of Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate (or otherwise pursuant to the terms of this Warrant Certificate) under the rules or regulations of any Eligible Market on which the Common Shares are then listed, as contemplated by clause (i) above, the Company shall use its reasonable best efforts to promptly obtain such approval. For the avoidance of doubt, the Company’s non-compliance with the limitations contained in this Section 1.3.5 shall not constitute a breach of this Warrant Certificate by the Company, and the Company shall not have any liability under this Warrant Certificate resulting therefrom.

Market Regulation. In the event stockholder approval is required for any portion of conversion of this Note, until such stockhold approval is obtained, the Company shall not be obligated to issue any shares of Common Stock upon conversion of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market or the SEC, as applicable. Unless and until such stockholder approval is obtained, if required, the Holder shall not convert any portion of this Note.

Market Regulation. Notwithstanding anything in this Agreement to the contrary, the Trading Market Limit shall not be applicable for any purposes of this Agreement or the transactions contemplated hereby, solely to the extent (and only for so long as) the Average Discount Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Trading Market Limit shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement); provided, however, that the Company shall not issue any shares of Common Stock under this Agreement if such issuance would otherwise breach the Company’s obligations under the rules and regulations f the Trading Market. “Base Price” shall mean a price per Share equal to the sum of (i) the Signing Market Price and (ii) $0.011, subject to (a) upward adjustment (by such amount to be mutually agreed by the Company and the Investor consistent with the rules and regulations of the Trading Market) in the event any shares of Common Stock are issued by the Company as partial damages pursuant to Section 9.1(ii) and (b) adjustment for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement. “Signing Market Price” shall mean $0.480, representing the consolidated closing bid price of the Common Stock as reported on the Trading Market on the Effective Date. The Company hereby represents and warrants to the Investor that the book value per share of Common Stock on the Effective Date is less than the Signing Market Price. “Average Discount Price” shall mean a price per Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i) the total aggregate gross purchase price paid by the Investor for all Shares purchased pursuant to all Fixed Requests and Optional Amounts under this Agreement, by (ii) the total aggregate number of Shares issued pursuant to all Fixed Requests and Optional Amounts under this Agreement. The provisions of this Section 2.14 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 2.14, only if necessary to ensure compliance with the rules and regulations of the Trading Market.