Rule 5635 definition

Rule 5635 has the meaning set forth in Section 9(a).
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Rule 5635 means Rule 5635 of the Nasdaq Listing Rules.
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Rule 5635 is defined in Section 2.18(a)(ii).
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Examples of Rule 5635 in a sentence

  • In addition, in no event shall the Company issue or sell Placement Shares through MLV in a number and in a manner that would require the Company to obtain stockholder approval under NASDAQ Listing Rule 5635 without first obtaining such stockholder approval.

  • Assuming receipt of the Stockholder Approval to the extent required pursuant to Nasdaq Listing Rule 5635 for conversion of the Notes, the Company is not in violation of the requirements of the Principal Market and has no knowledge of any other facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.

  • No approval of the stockholders of the Company under the rules and regulations of NASDAQ (including Rule 5635 of the NASDAQ Marketplace Rules) is required for the Company to issue and deliver the Notes to the Purchasers or the Conversion Shares upon conversion of the Notes.

  • The Company shall have obtained the requisite stockholder approval via written consent for the Issuance in satisfaction of NASDAQ Listing Rule 5635 and all other relevant rules and regulations of The NASDAQ Stock Market and in accordance with the Company’s certificate of incorporation and bylaws and the DGCL.

  • The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Conversion Shares, the Warrant Shares and PA Warrant Shares shall be listed and admitted and authorized for trading (subject to any restrictions or conditions that may be imposed by the Trading Market in accordance with Nasdaq Rule 5635) on the Nasdaq Capital Market (the “Trading Market”) or other applicable U.S. national exchange and satisfactory evidence of such action shall have been provided to the Placement Agent.

  • Rather, in such case, the Company would be obligated to issue the maximum number of shares of Common Stock, as determined in accordance with this Agreement and pursuant to its other terms, that could be issued without requiring approval of the Company’s stockholders under Nasdaq Rule 5635, as described in Schedule 1 hereto.

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  • Holders of shares of Common Stock acquired upon the conversion of shares of Series A Non-Voting Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal for Stockholder Approval in accordance with Rule 5635 of the listing rules of The Nasdaq Stock Market LLC.

  • NASDAQ Marketplace Rule 5635, including specifically subsections (a) and (c) thereof.

  • Notwithstanding anything herein to the contrary, in no event will Licensee issue any shares of Licensee Common Stock without first obtaining approval from its stockholders to the extent that such approval is then required as a condition to such issuance of such shares pursuant to NASDAQ Listing Rule 5635 or any successor rule.

Related to Rule 5635

  • Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • SEC Regulation D means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

  • rule making ’ means agency process for formulating, amending, or repealing a rule;

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

  • 1933 Act means the Securities Act of 1933, as amended.

  • Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Regulation D means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • FRB Regulation D means Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • Securities Act means the Securities Act of 1933, as amended.

  • Rule 462 refer to such rules under the Act.

  • Rule 3a-5 means Rule 3a-5 under the Investment Company Act.

  • Rule 144 means Rule 144 promulgated under the Securities Act.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto.

  • Rule 904 means Rule 904 promulgated under the Securities Act.

  • Rule 145 means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

  • Rule 903 means Rule 903 promulgated under the Securities Act.

  • Rule 3a-7 means Rule 3a-7 under the Investment Company Act.

  • Rule 506(d) Related Party means, with respect to any Person, any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) under the Securities Act.

  • Rule 144(k) Period means the period of two years (or such shorter period as may hereafter be referred to in Rule 144(k) under the Securities Act (or similar successor rule)) commencing on the Issue Date.