Exchange Cap and Beneficial Ownership Proposal definition

Exchange Cap and Beneficial Ownership Proposal means the proposal required to be approved by the Company’s stockholders pursuant to the applicable rules and regulations of Nasdaq (or any successor entity), including Nasdaq Listing Standard Rule 5635, prior to further issuances of the Company’s Common Stock upon (i) the conversion of the Series C Preferred Stock, (ii) the exercise of warrants issued pursuant to the Purchase Agreement or (iii) payment of Dividends hereunder, at the option of the Holder, in shares of Common Stock where, in aggregate, the issuance of such shares of Common Stock under (i), (ii) or (iii) would (x) exceed the Exchange Cap, or (y) result in a violation of the Beneficial Ownership Limitation.
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Exchange Cap and Beneficial Ownership Proposal means the proposal required to be approved by the Company’s stockholders pursuant to the applicable rules and regulations of Nasdaq (or any successor entity), including Nasdaq Listing Standard Rule 5635, prior to further issuances of the Company’s Common Stock upon (i) the conversion of the Series C Preferred Stock, (ii) the exercise of warrants issued pursuant to the Purchase Agreement or (iii) payment of Dividends hereunder, at the option of the Holder, in shares of Common Stock where, in aggregate, the issuance of such shares of Common Stock under (i), (ii) or (iii) would (x) exceed the Exchange Cap, or (y) result in a violation of the Beneficial Ownership Limitation. “First Reset Date” shall have the meaning set forth in Section 4(a)(i). “Floor Price” shall mean $2.00. “Fundamental Transaction” shall have the meaning set forth in Section 9(c). “Holders” shall mean, collectively, the holders of the Series C Preferred Stock.
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Exchange Cap and Beneficial Ownership Proposal means the proposal required to be approved by the Company’s stockholders pursuant to the applicable rulesand regulations of Nasdaq (or any successor entity), including Nasdaq Listing Standard Rule5635, prior to further issuances of the Company’s Common Stock upon (i)the conversion of the SeriesC Preferred Stock, (ii)the exercise of warrants issued pursuant to the Purchase Agreement or (iii)payment of Dividends hereunder, at the option of the Holder, in shares of Common Stock where, in aggregate, the issuance of such shares of Common Stock under (i), (ii)or (iii)would (x)exceed the Exchange Cap, or (y)result in a violation of the Beneficial Ownership Limitation.
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Related to Exchange Cap and Beneficial Ownership Proposal

  • Beneficial Ownership shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d).

  • Beneficial Ownership Regulation means 31 C.F.R. § 1010.230.

  • Certificate of Beneficial Ownership means, for each Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Stockholder Shares means any Common Stock owned by a Stockholder on the date of the closing of the Transactions or hereafter, together with any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

  • Voting Certificate means, in relation to any Meeting, a certificate in the English language issued by a Paying Agent and dated in which it is stated:

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

  • Company Shares means the common shares in the capital of the Company;

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits of the company;

  • Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).