Unlegended Regulation S Global Note means a permanent global Note in the form of Exhibit A, bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.
Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.
Private Placement Shares shall have the meaning given in the Recitals hereto.
Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;
Conversion Securities has the meaning set forth in Section 4.08(b).
Interest Conversion Shares shall have the meaning set forth in Section 2(a).
Payment Shares has the meaning set forth in Section 2.02;
Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Commitment Shares shall have the meaning set forth in Section 12.04.
Private Placement Warrants shall have the meaning given in the Recitals hereto.
Private Placement Units shall have the meaning given in the Recitals hereto.
Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.
Interest Share Amount shall have the meaning set forth in Section 2(a).
Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;
Put Shares means shares of Common Stock that are purchased by the Investor pursuant to a Put.
Legended Regulation S Global Note means a global Note in the form of Exhibit A, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.
Excluded Securities means, provided such security is issued at a price which is greater than or equal to the arithmetic average of the Closing Bid Prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of issuance, any of the following: (a) any issuance by the Company of securities in connection with a strategic partnership or a joint venture (the primary purpose of which is not to raise equity capital), (b) any issuance by the Company of securities as consideration for a merger or consolidation or the acquisition of a business, product, license, or other assets of another person or entity and (c) options to purchase shares of Common Stock, provided (I) such options are issued after the date of this Warrant to employees of the Company within thirty (30) days of such employee's starting his employment with the Company, and (II) the exercise price of such options is not less than the Closing Bid Price of the Common Stock on the date of issuance of such option.
Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.
Forward Purchase Shares shall have the meaning given in the Recitals hereto.
PIPE Shares shall have the meaning given in the Recitals hereto.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Warrant Securities means this Warrant and the Warrant Shares, collectively.