Share Authorization Failure definition

Share Authorization Failure shall have the meaning ascribed to such term in Section 4.11(b).
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Share Authorization Failure means the earlier of (i) the results of a shareholder vote which fails to approve the Share Authorization, or (ii) the Second Disbursement Request has not occurred within 120 days of the Agreement Date.
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Share Authorization Failure shall occur at any time following the Share Authorization Date that there are not sufficient shares of Common Stock authorized under the Company’s Certificate of Incorporation for issuance upon (in addition to the conversion or exercise of all outstanding convertible or exercisable securities of the Company) a full Cash Exercise of this Warrant and all other outstanding Warrants issued under the Facility Agreement as well as upon a full conversion of all principal amounts outstanding under all Notes issued under the Facility Agreement (regardless of whether or not such exercises or conversions actually occur).
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Examples of Share Authorization Failure in a sentence

  • The Company covenants and agrees that upon the Exercise of this Warrant, other than in the event of a Share Authorization Failure, if any, all Exercise Shares shall be duly and validly issued, fully paid and nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person.

  • A Share Authorization Failure occurs under Section 7 hereof, and such Share Authorization Failure remains uncured for a period of more than twenty (20) days.

  • In the event a Purchaser holds both shares of Preferred Stock and Warrants at a time when there exists a Share Authorization Failure, such Purchaser (or its permitted assigns) shall have the right to re-allocate any available shares reserved for such issuances among the Conversion Shares and Warrant Shares by notice to the Company.

  • The Company also acknowledges and agrees that any delay caused by a Share Authorization Failure will not affect any rights Holder had under a shareholder or similar agreement with the Company prior to delivery of such Exercise Form that relate to Xxxxxx’s ownership interest in the Company.

  • The Company also covenants and agrees to indemnify Holder for any economic benefit lost to Hxxxxx in the event of a Share Authorization Failure after Hxxxxx’s delivery of an Exercise Form to the Company in connection with the delay in Holder’s acquisition of the Exercise Shares.

  • The Company also covenants and agrees to indemnify Holder for any economic benefit lost to Xxxxxx in the event of a Share Authorization Failure after Xxxxxx’s delivery of an Exercise Form to the Company in connection with the delay in Holder’s acquisition of the Exercise Shares.

  • A Share Authorization Failure (as defined below) occurs and remains uncured for a period of sixty (60) days, where a “Share Authorization Failure” means that the Company shall fail to authorize and reserve, and maintain authorized and reserved, shares of Common Stock as required under Section 2(c) hereof.

  • The Company also acknowledges and agrees that any delay caused by a Share Authorization Failure will not affect any rights Holder had under a shareholder or similar agreement with the Company prior to delivery of such Exercise Form that relate to Hxxxxx’s ownership interest in the Company.

  • A Share Authorization Failure (as defined below) occurs and remains uncured for a period of sixty (60) days, where a “SHARE AUTHORIZATION FAILURE” means that the Company shall fail to authorize and reserve, and maintain authorized and reserved, shares of Common Stock as required under Section 2(c) hereof.

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Related to Share Authorization Failure

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Registration Failure means that (A) the Company fails to file with the SEC on or before the Filing Deadline (as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, (B) the Company fails to use its best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), of any Registration Statement (as defined in the Registration Rights Agreement) that is required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use its best efforts to keep each such Registration Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) of the Registration Rights Agreement on or before the Additional Filing Deadline or fails to use its best efforts to cause such additional Registration Statement to become effective on or before the Additional Registration Deadline, (D) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement within thirty (30) days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its best efforts to cause such amendment and/or new Registration Statement to become effective within ninety (90) days of the applicable Registration Trigger Date, (E) any Registration Statement required to be filed under the Registration Rights Agreement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company’s failure to file and use its best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Sections 2(a)(ii) or 3(b) of the Registration Rights Agreement, as applicable, or otherwise), or (F) the Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC within twenty five (25) days of the date that such SEC comments are received by the Company.

  • GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.

  • MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);

  • Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Price Failure means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.

  • Supply Failure shall have the meaning ascribed to it in Section 2.8.

  • Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)

  • Milestone Failure means a failure by the Grant Recipient fully to achieve any Milestone by the relevant Milestone Date;

  • Daily Failure Amount means the product of (x) .005 multiplied by (y) the Closing Sale Price of the Common Stock on the applicable Share Delivery Date.

  • Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period.

  • Listing Failure means the situation where the Bonds have not been listed on the corporate bond list of Nasdaq Stockholm (or any other Regulated Market) within sixty (60) calendar days after the Issue Date.

  • Reporting Failure has the meaning set forth in Section 2.4.

  • Consistent Failure means any of:

  • Public Information Failure shall have the meaning ascribed to such term in Section 4.3(b).

  • Performance Failure shall have the meaning as set forth in Section 2.03(b)(i)(1).

  • Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;

  • Epidemic Failure means a series of repeating failures or defects resulting in at least a 0.5% failure rate for the same Product or Material during any twelve-month period.

  • Listing Failure Event means that:

  • Public Information Failure Payments shall have the meaning ascribed to such term in Section 4.3(b).

  • Class D Common Stock means the Class D Common Stock, par value $0.01 per share, of the Company.

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Service Level Failure means a failure to perform the Software Support Services fully in compliance with the Support Service Level Requirements.

  • Allowed Delay has the meaning set forth in Section 2(c)(ii).

  • Material Amount means an amount equal to the value of the three most recent invoices issued by ABP to the Customer;

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).