NASDAQ Approval. The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares.
NASDAQ Approval. The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.
NASDAQ Approval. The shares of Parent Stock to be issued pursuant to this Agreement shall have been approved for listing on the NASDAQ Global Select Market.
NASDAQ Approval. The shares of Parent Common Stock that constitute the Common Stock Merger Consideration shall have been approved for listing on NASDAQ, subject to official notice of issuance.
NASDAQ Approval. The Underlying Shares shall have been approved for listing on the Nasdaq Capital Market, subject to official notice of issuance.
NASDAQ Approval. The Company shall use its reasonable best efforts to cause the shares of Company Common Stock issuable upon conversion of the Notes to be approved for listing on the NASDAQ, subject to official notice of issuance.
NASDAQ Approval. The Company shall have received written confirmation from NASDAQ that the Company may consummate the Closings without approval by the Company's stockholders at a meeting without violating the Company's obligations under the NASDAQ Rules, and all conditions to such written confirmation, if any, shall have been satisfied.
NASDAQ Approval. NASDAQ has reviewed the transactions contemplated hereby, including but not limited to the terms of the Preferred Shares set forth in the Articles of Amendment; NASDAQ has completed its review and has raised no objections; and NASDAQ has raised no objections to the listing of the Common Stock issuable upon conversion of the (a) Series C Preferred Stock and (b) non-voting Common Stock underlying the Series B-1 Preferred Stock.
NASDAQ Approval. The Company shall have received evidence reasonably satisfactory to the Company that: (a) the Shares, (b) the Warrant Shares, (c) all shares of Common Stock to be issued to other investors by the Company pursuant to other Securities Purchase Agreements dated on or about the date hereof (the “Other Purchase Agreements”), and (d) all shares of Common Stock issuable upon exercise of warrants to purchase shares of Common Stock to be issued to other investors by the Company pursuant to the Other Purchase Agreements have been approved for listing on the Nasdaq Capital Market, subject to official notice of issuance.
NASDAQ Approval. Parent shall use commercially reasonable efforts to cause the shares of Parent Stock to be issued pursuant to the Merger to be approved for listing on NASDAQ upon official notice of issuance.
