NASDAQ CONSENT Sample Clauses

NASDAQ CONSENT. Buyer shall have received written evidence reasonably satisfactory to it that Seller shall have obtained any necessary Nasdaq Consent.
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NASDAQ CONSENT. (i) If, as a result of a Conversion Price adjustment pursuant to Section 3.7 hereof and/or an Exercise Price adjustment pursuant to Section 3.3 of the Warrant Agreement, the Securities could be converted or exercised, as applicable, into a number of shares of Common Stock in excess of which Seller is permitted to issue (I.E., nineteen and 99/100 (19.99%) percent of the then-outstanding shares of Seller's capital stock (the "Nasdaq Threshold")) under the rules or regulations (the "Trading Regulations") of the NNM, or any stock exchange or other self-regulatory organization to which Seller or its securities is subject (collectively, "Nasdaq"), Seller shall (x) promptly thereupon call and hold a meeting of its stockholders in respect thereof and (y) use its best efforts to (A) obtain the necessary approval of its stockholders, (B) obtain an appropriate order from Nasdaq that there is an applicable exemption from the Trading Regulations or (C) obtain a written opinion from Seller's legal counsel that such approval is otherwise not required, which opinion shall be reasonably satisfactory to Buyer (each, a "Nasdaq Consent"). (ii) If, as a result of the Trading Regulations, Seller may not issue to Buyer all of the Conversion Shares and/or Warrant Shares to which Buyer would otherwise be entitled pursuant to this Agreement, the Initial Note and the Initial Warrant Agreement without first obtaining Nasdaq Consent, Seller shall, upon request of Buyer, issue to Buyer the maximum number of shares of Common Stock that Seller may issue without exceeding the Nasdaq Threshold. In no event shall Buyer exercise or convert any of the Securities or Additional Securities into a number of shares of Common Stock that would exceed the Nasdaq Threshold unless and until Seller shall obtain a Nasdaq Consent. (iii) If Seller shall fail to obtain any Nasdaq Consent that would be required in order for Buyer to receive all of the securities of Seller to which it would otherwise be entitled hereunder within one hundred and twenty (120) days following an adjustment in excess of the Nasdaq Threshold (the "Nasdaq Trigger Date"), then in such event (x) the portion of the principal of, and any accrued and unpaid interest on, outstanding Note(s) that, if converted into shares of Common Stock, would be in excess of the Nasdaq Threshold, shall be immediately due and payable to Buyer by Seller and (y) Buyer shall be entitled to the additional anti-dilution protection set forth in the following se...
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NASDAQ CONSENT. The Company shall have made any filings with or obtained any consents necessary under the NASDAQ SmallCap Market listing requirements in connection with the purchase and sale of the Units.
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Related to NASDAQ CONSENT

  • NASDAQ Approval The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

  • Nasdaq Compliance The Company's Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is listed on The Nasdaq Stock Market, Inc. National Market (the "Nasdaq National Market"), and 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 de-listing the Common Stock from the Nasdaq National Market, nor has the Company received any notification that the Securities and Exchange Commission (the "SEC") or the NASD is contemplating terminating such registration or listing.

  • 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.

  • Nasdaq National Market The Common Stock is listed on the Nasdaq National Market System, and there are no proceedings to revoke or suspend such listing.

  • 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.

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

  • Nasdaq National Market Listing The shares of Parent Common Stock issuable to the Company stockholders pursuant to this Agreement shall have been authorized for listing on the Nasdaq National Market upon official notice of issuance.

  • Nasdaq Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

  • 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.

  • NYSE The outstanding shares of Common Stock and the Securities to be sold by the Company hereunder have been approved for listing, subject only to official notice of issuance, on the NYSE, and are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Securities under the Exchange Act or delisting any such securities from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing.

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