Uplist Offering definition

Uplist Offering means an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing).

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Uplist Offering means an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that results in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing). For purposes of this Warrant, the term “Exercise Period” shall mean the period commencing on the earlier of (i) the date that is one hundred eighty-one (181) calendar days after the Issuance Date or (ii) the date that the Company consummates an Uplist Offering, and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.

Uplist Offering means an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that results in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing). For purposes of this Warrant, the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.

Examples of Uplist Offering in a sentence

• Notwithstanding the foregoing, no adjustment shall occur under this Section 2(b) with respect to the Uplist Offering.

• The Company shall include all shares issuable upon conversion of this Note for resale by Holder at prevailing market prices (and not fixed prices) on the first registration statement the Company files with the SEC after the Uplist Offering.

• By way of example and for the avoidance of doubt, the Full Ratchet Adjustment shall apply to the Uplist Offering (as defined in the Note).

• The Underwriter shall be entitled to be paid the cash Success Fee and be issued the warrants Success Fee provided for in paragraph 2(A)(ii) above with respect to future financings consummated solely with investors (a) with whom the Company has had a conference call or a meeting arranged by B▇▇▇▇▇▇▇ during the Engagement Period, and (b) provided that the future financing is consummated during the term hereof or within twelve (12) months of the consummation of the Uplist Offering.

• The Company shall include the Warrant Shares for resale on the first registration statement the Company files with SEC after the successful completion of the Uplist Offering.

• The Conversion Date (as defined below) for any automatic conversion pursuant to this Section 4(a)(i) shall be deemed to be the closing date of the Uplist Offering.

• Notwithstanding the forgoing Section 2(b), adjustment shall occur under this Section 2(b) with respect to the Uplist Offering.

• Consistent with the provisions of Section 4.1(q) and Section 4.1(r) of the Purchase Agreement, upon the consummation of any Uplist Offering, $550,000 in outstanding principal amount of this Note, plus all accrued and unpaid interest thereon, shall automatically convert into securities of like tenor, structure and kind as the securities being offered in such Uplist Offering, but at a 25% discount to the pricing of such offered securities, based upon the Uplist Conversion Price.

• The Company shall provide to each Holder at least five (5) Trading Days prior written notice of its intent to consummate any Uplist Offering, attaching a form of Conversion Notice that requests delivery instructions in a form substantially similar to Annex A.

• The Company shall include the Warrant Shares for resale by Holder at prevailing market prices (and not fixed prices) on the first registration statement the Company files with the SEC after the successful completion of the Uplist Offering.

More Definitions of Uplist Offering

Uplist Offering means an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing). Notwithstanding anything to the contrary contained herein, this Section 8(q) shall not apply to the Buyer’s sale of the Common Stock issued upon conversion of the Note and exercise of the Warrants if such sale is at a price per share equal to or greater than $0.02 (subject to adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock).

Uplist Offering means an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that results (i) in gross proceeds to the Company of $15,000,000 or more and (ii) in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing). For purposes of this Warrant, the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the three-year anniversary thereof.

Uplist Offering means any public offering of Common Stock and/or Common Stock Equivalents, including any Qualified Offering, that is consummated in connection with an Uplist.

Uplist Offering means the closing of the Corporation’s offering of securities pursuant to Regulation A of the Securities Act pursuant to which the Corporation’s Common Stock is listed to a national securities exchange, referred to in the LOI as the “Reg A”.