Nasdaq Stockholder Approval definition

Nasdaq Stockholder Approval means the receipt by the Borrower of requisite approval from its stockholders to issue more than 19.9% of its outstanding shares of Common Stock at an issue price below the “minimum price” in payment of interest, amortization and settlement of conversions of the Notes in accordance with Nasdaq Stock Market Rule 5635.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the issuance of the Common Warrants (as defined in the Underwriting Agreement) and the Common Warrant Shares (as defined in the Underwriting Agreement) upon exercise thereof, and such approval is deemed effective in accordance with the laws of the State of Nevada.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Corporation with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Issuance Date without regard to any restrictions or limitations set forth under this Certificate of Designation.

Examples of Nasdaq Stockholder Approval in a sentence

• If approval by the Borrower’s stockholders of the Authorized Share Amendment and the Nasdaq Stockholder Approval are obtained at such meeting, the Borrower shall cause the Authorized Share Amendment to be duly adopted and filed with the Secretary of State of the State of Delaware no later than one Business Day following the receipt of such approval.

• Researchers can now classify members as (1) users with no desire to contribute; (2) users with a desire to contribute, but who do not contribute; (3) users that have a desire to contribute and do contribute; and (4) users that no longer have the desire to contribute, but who still contribute.

• If (x) the 10-day VWAP ending on the Trading Day immediately prior to the applicable payment date is greater than or equal to the Nasdaq Minimum Price or (y) the Company has received Nasdaq Stockholder Approval, the number of Interest Shares to be issued shall be calculated based on the 10-Day VWAP; otherwise, the number of Interest Shares to be issued shall be based on the Nasdaq Minimum Price.

• As promptly as practicable after the Initial Closing Date, and in any case no later than August 30, 2022, the Borrower shall cause to be held a meeting of the Borrower’s stockholders and shall cause to be presented to the Borrower’s stockholders for their approval at such meeting, and recommend the approval of, the Authorized Share Amendment and the Nasdaq Stockholder Approval.

• Unless prohibited by Delaware law governing distributions to stockholders, after the date that Nasdaq Stockholder Approval is deemed effective, shares of Series A Preferred Stock shall be redeemable by the Corporation at its option at a price equal to the Series A Original Issue Price per share, plus any Preferred Dividends accrued but unpaid thereon, whether or not declared, up until but excluding the Redemption Date, as defined below (the “Redemption Price”).

More Definitions of Nasdaq Stockholder Approval

Nasdaq Stockholder Approval means stockholder approval required by NASDAQ in connection with the transactions contemplated by the Transaction Documents (as defined herein) and the Certificate of Designation (including, without limitation, the issuance or potential issuance of a number of shares of Common Stock which is greater than or equal to 20% of the number of shares outstanding on the date of this Agreement and/or any potential change of control (as currently defined under the rules and regulations of NASDAQ)).

Nasdaq Stockholder Approval shall have the meaning ascribed to such term in Section 4.18.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Corporation with respect to the issuance of shares of Common Stock upon conversion of the Series C Preferred Stock and the Series B-1 Preferred Stock in excess of 19.99% of the issued and outstanding Common Stock on the Series B-1 Original Issue Date without regard to any restrictions or limitations set forth under this Certificate of Designation or the Series B-1 Certificate of Designation.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market (or any successor entity) from the stockholders of the Corporation with respect to the conversion of shares of Series H Preferred Stock and the issuance of the shares of Common Stock issuable upon conversion of the Series H Preferred Stock in excess of the Beneficial Ownership Limitation.

Nasdaq Stockholder Approval means the approval of the stockholders of the Corporation as is necessary under the rules and regulations of The Nasdaq Stock Market (or any successor entity) (including, without limitation, Nasdaq Listing Rule 5635(d)) to permit the issuance of a number of shares of Common Stock to the Purchaser in excess of 19.99% of the Corporation’s outstanding Common Stock as of the date of the Purchase Agreement.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the issuance of (i) shares of Common Stock upon conversion of the Series B-1 Preferred Stock and (ii) shares of Common Stock upon conversion of the Series B-2 Preferred Stock, in the aggregate, in excess of 19.99% of the issued and outstanding Common Stock on the date of this Agreement, in each case ignoring any conversion limits set forth in the Series B-1 Preferred Certificate of Designation and any conversion limits set forth in the Series B-2 Preferred Certificate of Designation, respectively.

Nasdaq Stockholder Approval means the receipt by the Company of requisite approval from its stockholders in accordance with Nasdaq Stock Market Rule 5635 (i) to issue more than 19.9% of its outstanding shares of Common Stock at an issue price below the “minimum price” in connection with settlement of conversions of the Notes and (ii) to effect any “change of control” under Nasdaq Stock Market Rule 5635 in connection with settlement of conversions of the Notes, and “Authorized Share Amendment” means an amendment to the Company’s Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of Common Stock to an amount that is sufficient, in the Company’s sole judgment, to settle the conversion of all then-outstanding Notes at the conversion rate then applicable without giving effect to any Beneficial Ownership Limitation (as defined below).