Nasdaq Cap Sample Clauses

Nasdaq Cap. Notwithstanding anything in this Agreement to the contrary, if any issuance of Parent Common Stock pursuant to this Agreement would, in the good faith judgment of the Acquiring Parties, require shareholder approval pursuant to NASDAQ Stock Market, Equity Rule 5635(a), then (1) the number of shares of Parent Common Stock to be issued (the “Newly Issued Shares”) shall be reduced such that the sum of the Newly Issued Shares and all other shares of Parent Common Stock previously issued pursuant to this Agreement equals 19.99% of the total number of shares of Parent Common Stock outstanding as of the Closing Date, prior to the issuance of the Consideration Shares (the “Nasdaq Cap”); and (2) the Acquiring Parties shall pay cash in lieu of any shares of Parent Common Stock that would have been issued pursuant to this Agreement but for the application of the Nasdaq Cap; such that there cannot, under any circumstances, be an issuance of Parent Common Stock pursuant to this Agreement of 20% or more of the Parent Common Stock outstanding as of the Closing Date, prior to the issuance of the Consideration Shares.
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Nasdaq Cap. Notwithstanding anything in this Agreement, the Note, or the Warrant to the contrary, the Company shall not issue, and the Buyer and its assignees may not receive, more than a total of 1,684,576 shares of Common Stock pursuant to this Agreement, the Note, or the Warrant (representing 19.9% of the Company’s issued and outstanding shares of Common Stock on the date this Agreement was executed), subject to adjustment for stock splits and stock dividends.
Sample 1
Nasdaq Cap. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall SG Blocks be obligated to issue Earn Out Shares under this Agreement more than an aggregate of number of shares of its common stock constituting 19.99% of its outstanding shares on the date hereof (the “Exchange Cap”).
Sample 1
Nasdaq Cap. Unless permitted by the applicable rules and regulations of Nasdaq (or the principal exchange on which the Common Stock shall be listed or traded), the Company shall not grant or issue any additional shares, or options, warrants, securities or other rights exercisable for, convertible into or exchangeable for shares, of Common Stock, or enter into any other commitments or agreements which call for the grant or issuance thereof, if, following such grant or issue, the aggregate maximum number of shares of Common Stock (i) issued or issuable upon conversion of the Preferred Shares, (ii) issued under the
Sample 1

Related to Nasdaq Cap

  • Nasdaq Capital Market The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq Capital Market (“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

  • The Nasdaq Capital Market By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Capital Market.

  • Nasdaq Compliance The Company's Common Stock is registered pursuant to Section 12(g) of the Exchange Act and listed on Nasdaq, and the Company has not been contacted by the National Association of Securities Dealers, Inc. ("NASD"), either orally or in writing, concerning potential delisting of the Common Stock from the NASDAQ National Market System.

  • Nasdaq Stock Market The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Stock Market (the “Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

  • The Nasdaq Global Market By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Global Market.

  • Nasdaq National Market The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on the Nasdaq National Market ("Nasdaq"), and, except as contemplated by this Agreement, the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq, nor has the Company received any notification that the SEC or the National Association of Securities Dealers, Inc. ("NASD") is contemplating terminating such registration or listing.

  • Listing on the Nasdaq Capital Market The Company will use commercially reasonable efforts to maintain the listing of the Public Securities on the Nasdaq Capital Market or another national securities exchange until the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act.

  • Nasdaq National Market Listing Parent shall authorize for listing on the Nasdaq National Market the shares of Parent Common Stock issuable, and those required to be reserved for issuance, in connection with the Merger, upon official notice of issuance.

  • Nasdaq Listing The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on Nasdaq, subject to notice of issuance.

  • Nasdaq Quotation The Company agrees to use commercially reasonable efforts to continue the quotation of the Company Common Stock on The Nasdaq Stock Market during the term of this Agreement.

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