Nasdaq Waiver Sample Clauses

Nasdaq Waiver. As promptly as reasonably practicable after the date hereof, Global Crossing will seek a waiver from Nasdaq of NASD Rule 4350(i)(1)(D) regarding the requirement that shareholder approval be obtained prior to the issuance of certain securities (the “Nasdaq Waiver”) and will use its reasonable best efforts to obtain the Nasdaq Waiver as promptly as possible after the date hereof and, in any event, prior to the earlier to occur of the issuance of the GCL Notes and the Closing Date. Global Crossing will comply with the requirements of NASD Rule 4350(i)(2) in seeking the Nasdaq Waiver, will promptly provide STT Crossing and STT Hungary with copies of any correspondence or written materials delivered to, or received from, Nasdaq in connection with the Nasdaq Waiver and will promptly notify STT Crossing of any material developments in connection with the Nasdaq Waiver.
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Nasdaq Waiver. The Company shall have received from the NASDAQ Stock Market a waiver in form and substance reasonably satisfactory to the GAP Purchasers and ICP from Nasdaq Marketplace Rules 4350 and 4351 to the extent applicable in connection with the sale and issuance of the Initial Purchased Shares and complied with any conditions contained in such waiver in order to consummate the transactions contemplated hereby at the First Closing. The Common Stock issuable upon conversion of the Initial Purchased Shares will be accepted for listing on the Nasdaq Stock Market pending official notice of issuance.
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Nasdaq Waiver. The Company shall deliver to the Purchasers a written exemption from NASDAQ, in form and substance reasonably satisfactory to the Purchasers, from the stockholder approval requirement of Nasdaq Marketplace Rule 4350, in connection with the sale and issuance of the shares of Preferred Stock, the Conversion Shares issuable upon conversion of the shares of Preferred Stock, the Warrants and the Warrant Shares, and the Company shall have complied with any conditions contained in such exemption in order to consummate the transactions contemplated hereby at the Closing. The Company shall have taken all reasonable steps necessary to ensure that the Conversion Shares issuable upon conversion of the Purchased Notes and exercise of the Warrants will have been accepted for listing on NASDAQ pending official notice of issuance.
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Nasdaq Waiver. By the NASDAQ Letter, NASDAQ granted the Company a financial viability exception pursuant to NASDAQ Rule 5635(f) waiving the requirement that the Company obtain stockholder approval for the consummation of the Transactions (the “NASDAQ Waiver”). The NASDAQ Waiver is in full force and effect, and has not been modified, revoked or expired, as of the date hereof and the issuance and sale of the Purchased Securities hereunder does not contravene NASDAQ Rules. The Company has provided true and correct copies of the NASDAQ Waiver to the Investors.
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Nasdaq Waiver. The Company shall have been granted a waiver by the Nasdaq Stock Market, Inc. of the requirement that a Company obtain stockholder approval in connection with the issuance of in excess of 19.999% of the issued and outstanding shares of Common Stock upon conversion of the Notes and/or exercise of the Warrants.
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Related to Nasdaq Waiver

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

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

  • 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 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 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.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

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