Nasdaq Rule 5635 Sample Clauses

Nasdaq Rule 5635. If the approval of the Company’s stockholders (the “Stockholder Rule 5635 Approval”) is required pursuant to Nasdaq Rule 5635 (or any other applicable Nasdaq Rules or any successor rule) (the “Nasdaq 20% Rule”) for the issuance of any Warrants pursuant to this Agreement (without giving effect to the limitations described below in clause (ii)): (i) the Company agrees to use its commercially reasonable efforts to obtain the Stockholder Rule 5635 Approval as soon as reasonably practicable following the Closing, and (ii) until Stockholder Rule 5635 Approval is obtained, in no event shall the Company issue Warrants pursuant to this Agreement that are exercisable into a number of shares of Common Stock exceeding the maximum number of shares of Common Stock (the “Cap Amount”) that the Company can, without Stockholder Rule 5635 Approval, issue in compliance with the Nasdaq 20% Rule. If the issuance of any Warrants pursuant to this Agreement after the Closing Date would cause the aggregate amount of Warrants issued under this Agreement to exceed the Cap Amount, such Warrants that may be issued without exceeding the Cap Amount shall be issued first to Ares until all Warrants issuable to Ares have been issued, and then the remainder shall be issued to Oaktree.
Sample 1
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Nasdaq Rule 5635. If the approval of the Company’s stockholders (the “Stockholder Rule 5635 Approval”) is required pursuant to Nasdaq Rule 5635 (or any other applicable Nasdaq Rules or any successor rule) (the
Sample 1
Nasdaq Rule 5635. (A) Notwithstanding anything to the contrary in this Certificate of Designations, unless and until the Requisite Stockholder Approval is obtained, no shares of Class A Common Stock will be issued or delivered upon any proposed conversion of any Class A Preferred Stock of any Holder, and no Class A Preferred Stock of any Holder will be convertible, in each case, to the extent, and only to the extent, that (x) such issuance, delivery, or conversion would result in the aggregate number of shares of Class A Common Stock issuable or deliverable upon conversion of any Class A Preferred Stock together with any shares of Common Stock held by the Holder on the date of such issuance, delivery or conversion (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock) being in excess of nineteen point nine percent (19.9%) of the shares of Class A Common Stock issued and outstanding as of the date of such issuance, delivery or conversion (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock) and (y) the resulting aggregate number of shares of Class A Common Stock issuable or deliverable upon such conversion of any Class A Preferred Stock together with any shares of Common Stock held by the Holder on the date of such issuance, delivery or conversion (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock) is the largest ownership position of any stockholder of the Company as of such date (the restriction set forth in this sentence, the “Issuance Limitation”). For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. The Company is not required to obtain, or to try to obtain, the Requisite Stockholder Approval. (B) Any purported conversion (and delivery of shares of Class A Common Stock upon conversion of the Class A Preferred Stock) will be void and have no effect to the extent, but only to the extent, that such conversion and delivery would result in the issuance of Class A Common Stock in excess of the Issuance Limitation. For the avoidance of doubt, a Holder may effect an Optional Conversion of a portion of such Holder’s convertible Preferred Stock up to the Issuance Limitation, in each case subject to the other requirements of this Certificate of Designations applica...
Sample 1

Related to Nasdaq Rule 5635

  • 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 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 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.

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

  • 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.

  • NASD The Company shall advise the NASD if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of an NASD member participating in the distribution of the Company's Public Securities.

  • 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 Qualification The Shares to be issued shall be duly authorized for listing by Nasdaq, subject to official notice of issuance, to the extent required by the rules of Nasdaq.

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