Restricted Issuance means the issuance of any promissory note, debenture, or other instrument that evidences a debt obligation of Borrower to any person or entity who is not an officer or director of the Company, or which is not HotPlay or any affiliate of HotPlay or the Company. The term “Restricted Issuance” shall also not include any promissory note, debenture, or other instrument that evidences a debt obligation of Borrower which is offered to be sold, or which is sold, to any governmental (local, state or federal) agency or entity, nor shall it include any governmental (local, state or federal) grants.
Restricted Issuance means any issuance of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition. For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.
Restricted Issuance means the issuance of any promissory note, debenture, or other instrument that evidences a debt obligation of Borrower. Notwithstanding the foregoing, working capital lines of credit for accounts receivable, equipment leases or loans, and tenant improvement loans will not be deemed to be Restricted Issuances.
Examples of Restricted Issuance in a sentence
For the avoidance of doubt, Common Shares issued pursuant to an Existing Agreement (as defined in the Note) will not be considered a Restricted Issuance.
The Parties agree that the XX Xxxxxx Transaction would be considered a Restricted Issuance under the Purchase Agreement, and Investor, upon receipt of the First Settlement Payment, hereby consents to Company making such Restricted Issuance.
More Definitions of Restricted Issuance
Restricted Issuance means any issuance of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition. For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. The parties agree that in the event Company breaches the covenant set forth in Section 4(vii) above, Investor’s sole and exclusive remedy shall be to receive, as liquidated damages, an amount equal to twenty (20%) of the amount Investor would have been entitled to invest under the participation right.
Restricted Issuance means (i) the issuance, incurrence or guaranty of any debt (but excluding any intercompany debt), or (ii) the issuance of any debt or equity securities of the Corporation in any Variable Rate Transaction.
Restricted Issuance means any issuance of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition. For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. Notwithstanding anything to the contrary in the foregoing, “Restricted Issuance” shall not include (1) any issuance of securities pursuant to that certain Equity Distribution Agreement, dated July 19, 2019 between the Company and Maxim Group LLC; (2) any issuance of securities pursuant to an underwritten securities offering or an offering registered on Form S-1 or S-3; (3) any direct issuance of Common Stock and or Common Stock warrants (provided such warrants may not, for the avoidance of doubt, provide for cashless exercises other than in situations where the warrant shares are not registered under an effective registration statement) to one or more purchasers for cash (that is not issued in satisfaction of debt or preferred stock), the purchase price of which (and, if applicable, the exercise price of which) is fixed at or above the market price of the Common Stock on or immediately prior to the execution date of the securities purchase agreement, with no variability to the purchase or exercise price or mechanism for the purchase price to reset or change in any way; or (4) any issuance of securities pursuant to an exercise or conversion of any warrant, option or convertible security that was in existence as of the Closing Date.
Restricted Issuance means (i) the issuance, incurrence or guaranty of any debt or additional Liabilities, (ii) the issuance of (a) any Equity Securities of the Corporation, including, without limitation any Common Stock or any class or series of Preferred Stock; (b) any securities that are convertible into or exchangeable for shares of Common Stock or any class or series of Preferred Stock, other than in each of the foregoing clauses (i) and (ii), (A) for any such issuances or sales to a Series A Holder as contemplated in this Certificate of Designations or otherwise to a Series A Holder or any of its Affiliates; or (B) warrants, options or other securities or agreements which are convertible into or exchangeable for shares of Common Stock or pursuant to which shares of Common Stock may be issued, which are issued and outstanding as of date the date of filing of this Certificate of Designations (so long as such security or agreement is not modified or amended after the date of the filing of this Certificate
Restricted Issuance means any issuance of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Ordinary Shares, and/or (B) are or may become convertible into Ordinary Shares (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Ordinary Shares, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition. Notwithstanding the foregoing: (i) working capital lines of credit for accounts receivable, equipment leases or loans, and tenant improvement loans will not be deemed to be Restricted Issuances; (ii) the issuance of securities that otherwise would be considered Restricted Issuances hereunder will not be deemed to be Restricted Issuances if such issuances are made to individuals or entities domiciled in the People’s Republic of China; and (iii) the issuance of options or other securities pursuant to Company’s equity incentive plan shall not be deemed to be Restricted Issuances. For the avoidance of doubt, the issuance of Ordinary Shares under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of Ordinary Shares to be issued is based upon or related in any way to the market price of the Ordinary Shares, including, but not limited to, Ordinary Shares issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the avoidance of doubt, the sale of Ordinary Shares pursuant to an ATM facility or at the market price will not be considered a Restricted Issuance.
Restricted Issuance means any issuance or incurrence of any debt (except trade payables) or any Company securities that: (a) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, (b) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition, or (c) have a fixed conversion price, exercise price or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security (1) due to a change in the market price of Company’s Common Stock since the date of the initial issuance or (2) upon the occurrence of specified or contingent events directly or indirectly related to the business of Company. For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the further avoidance of doubt, trade payables, ATM facilities, shares issued pursuant to the Equity Line, and shares issued in a public offering, will not be considered Restricted Issuances. For the avoidance of doubt, Company shall be permitted to perform any other actions, not expressly prohibited pursuant to the terms of this Agreement or any other Transaction Document. To the extent Investor participates in any Covered Financing Transaction at a rate less than thirty percent (30%), Investor’s participation rights in any subsequent Covered Financing Transaction shall be at a rate at least equal to ten percent (10%) but less than or equal to the lesser of (i) thirty percent (30%) and (ii) Investor’s actual participation percentage for the most recently completed Covered Financing Transaction.
Restricted Issuance means the issuance, incurrence or guaranty of any debt obligations other than trade payables in the ordinary course of business, or the issuance of any securities that (1) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Ordinary Shares, (2) are or may become convertible into Ordinary Shares (including without limitation convertible debt, warrants or convertible preferred shares), with a conversion price that varies with the market price of the Ordinary Shares, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition; or (3) have a fixed conversion price, exercise price or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security (A) due to a change in the market price of Company’s Ordinary Shares since the date of the initial issuance or (B) upon the occurrence of specified or contingent events directly or indirectly related to the business of Company. For the avoidance of doubt, the issuance of Ordinary Shares under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of Ordinary Shares to be issued is based upon or related in any way to the market price of the Ordinary Shares, including, but not limited to, Ordinary Shares issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the further avoidance of doubt, the term Restricted Issuance does not include ATMs (as defined below) or Public Offerings (as defined in Nasdaq Rule IM-5635-3) with no variable price components. For purposes hereof, the term “ATM” means a continuous primary offering, whereby Company, with the help of a FINRA-registered broker-dealer as an agent, sells newly issued equity securities, registered off a shelf-registration statement, into a securities exchange at prevailing market prices.