Principal Market Limitations Sample Clauses

Principal Market Limitations. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, subject to receipt of stockholder approval as would be required by the Trading Market on which the Common Stock is then listed for trading (the “Principal Market”), the Company shall not issue, and no Purchaser shall be permitted to purchase any shares of Common Stock if and to the extent that the purchase and issuance of such shares of Common Stock would cause the Company to exceed the aggregate number of shares of Common Stock which the Company may issue or be deemed to have issued without breaching the Company’s obligations under the applicable rules and regulations of the Principal Market or such other exchange on which the Company’s shares of Common Stock or then listed or quoted for trading (the “Exchange Cap”). In the absence of stockholder approval, in no event shall Purchaser be permitted to acquire shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the Common Shares issued to the Purchaser hereunder on the Closing Date and the denominator of which is the total number of Common Shares issued to all Purchasers in the Private Placement on the Closing Date (with respect to each purchaser, the “Exchange Cap Allocation”). In the event that a Purchaser shall sell or otherwise transfer any of the Common Shares, the transferee thereof shall be allocated a pro rata portion of such Purchaser’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.
Sample 1
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Principal Market Limitations. In no event shall the Company issue more than 19.9% of the then issued and outstanding shares of Common Stock of Company hereunder or under the Warrants as of the applicable date of determination, or such greater number of shares as the Shareholders of the Company may have previously approved pursuant to this Section 3.2(n) (the "Nasdaq Share Limit"), unless the Company shall have obtained Shareholder Approval (as defined below) or a waiver of such requirement by the Nasdaq Market. As used herein, "Shareholder Approval" means approval by the shareholders of the Company in accordance with Rule 4460(i) of the rules of the Nasdaq Market. Once the Nasdaq Share Limit has been reached, unless the Company shall have obtained Shareholder Approval to issue shares of Common Stock in excess of the Nasdaq Share Limit (in which case the increased amount shall be the new "Nasdaq Share Limit") or a waiver of such requirement by the Nasdaq Stock Market within 90 days thereafter, the Company shall (unless waived in writing by the Purchasers) be deemed to have delivered to the Purchasers a Reduction Notice to reduce the unused Commitment Amount to zero, and the Closing Warrant and the Commitment Fee Warrant (to the extent vested, as determined following the actual or deemed delivery of such Reduction Notice) shall be redeemed at the Warrant Redemption Price (as defined below). As used herein, the term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of each Warrant on the date they are called for redemption (determined with reference to the "Black Scholes" or similar option pricing model) and (y) the product of the excess of (i) the Closing Price of the Common Stock on the date that the Closing Warrants and Commitment Fee Warrants are redeemed over (ii) the exercise price of the Closing Warrants and Commitment Fee Warrants.
Sample 1

Related to Principal Market Limitations

  • PRINCIPAL MARKET REGULATION The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any Put Shares, if the issuance of such shares would exceed the Exchange Cap.

  • Stock Exchange Delisting 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 the New York Stock Exchange to enable the delisting by the Surviving Corporation of the Shares from the New York Stock Exchange as promptly as practicable after the Effective Time and the deregistration of the Shares under the Exchange Act at the Effective Time.

  • Trading of the Public Securities on the Nasdaq Capital Market As of the Effective Date and the Closing Date, the Public Securities will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities on the Nasdaq Capital Market.

  • Trading Market The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is approved for listing on The Nasdaq Capital Market (“Nasdaq”). As of the Closing Date, the Shares, the Warrant Shares and the Pre-Funded Warrant Shares will have been duly authorized for listing on Nasdaq.

  • 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.

  • 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.

  • 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.

  • 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.

  • Shares Listed on Trading Market The Shares shall have been listed and admitted and authorized for trading on the Trading Market, and satisfactory evidence of such actions shall have been provided to the Manager.

  • 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.

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