NASDAQ Limitation. If on any date (the "Determination Date") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq SmallCap Market, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock (x) that would then be issuable upon exercise in full of this Warrant, would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the later of (A) the Tranche A Closing Date (as defined in the Purchase Agreement) and (B) the Tranche B Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate shares of Common Stock underlying this Warrant then held by the Registered Owners for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Share Amount") the Company may elect to prepay cash to the Registered Owners in an amount equal to the Per Share Market Value. Any such election by the Company must be made in writing to the Registered Owners within two Trading Days after the Determination Date and the payment of such Per Share Market Value must be made in full to the Registered Owners with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to pay under this Section or shall, if it shall have delivered such a notice, fail to pay the payment amount hereunder within ten (10) Business Days thereafter, then the Registered Owners of a majority of shares underlying the Warrants then outstanding shall have the option by written notice to the Company, to declare any such notice given by the Company, if given, to be null and void and require the Company to pay cash to each Registered Owner in an amount equal to the Per Share Market Value for such Registered Owner's portion of the Excess Share Amount. The payment of the Per Sha...
NASDAQ Limitation. Notwithstanding any other provision in this Section 4 to the contrary, if a reduction in the Exercise Price pursuant to this Warrant would require the Company to obtain stockholder approval of the transactions contemplated under any agreement between the Company and the Holder pursuant to any applicable Nasdaq rules, including Nasdaq Marketplace Rule 4350(i), and such stockholder approval has not been obtained, the Exercise Price shall be reduced to the maximum Exercise Price that would not require stockholder approval under such applicable Nasdaq rules. In no event shall the Exercise Price be reduced below the greater of book value or market value on the Issuance Date.
NASDAQ Limitation. If on any date (the "Determination Date") (a) the Common Stock is listed for trading on Nasdaq or the Nasdaq Small Cap Market, (b) the Conversion Price then in effect is such that the sum of (x) the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of the then outstanding principal amount of the Securities and as payment of interest thereon, plus (y) the aggregate number of shares of Common Stock that have previously been issued upon conversion of the Securities, plus (z) any shares of Common Stock issued or issuable upon conversion of any other securities of the Issuer (excluding the warrants issued by the Issuer pursuant to that certain Securities Purchase Agreement, dated as of December 10, 1998, and the warrants issued pursuant to the Purchase Agreement) which would be aggregated with the Common Stock issuable upon conversion of the Securities as required by the applicable rules and regulations of Nasdaq (or any successor entity), would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the Closing Date (as defined in the Purchase Agreement) (such number of shares as would not equal or exceed such 20% limit, the "Issuable Maximum"), and (c) the Issuer shall not have previously obtained the vote of the stockholders of the Issuer (the "Stockholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate principal amount of the Securities then held by the Holders for which a conversion in accordance with the Conversion Price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Principal") the Issuer may elect to prepay cash to the holders in an amount equal to the Mandatory Prepayment Amount. Any such election by the Issuer must be made in writing to the Holders within two Trading Days after the Determination Date and the payment of such Mandatory Prepayment Amount applicable to such prepayment must be made in full to the Holders with ten (10) Business Days after the date such notice is delivered. If the Issuer does not deliver timely a notice of its election to prep...
NASDAQ Limitation. Notwithstanding anything to the contrary herein, the Lender may not effectuate any Conversion and JanOne may not issue any shares of Common Stock in connection therewith that would trigger any Nasdaq requirement to obtain stockholder approval prior to a Conversion or any issuance of shares of Common Stock in connection therewith that would be in excess of that number of shares of Common Stock equivalent to 19.9% of the number of shares of Common Stock as of the Effective Date; provided, however, that the Lender may effectuate any Conversion and JanOne shall be obligated to issue shares of Common Stock in connection therewith that would not trigger such a requirement. This restriction shall be of no further force or effect upon the approval of the stockholders in compliance with Nasdaq’s stockholder voting requirements.
NASDAQ Limitation. In no event shall the Issuer be required to issue shares of Common Stock upon the exercise of a Warrant if such issuance would violate the rules of Nasdaq.
NASDAQ Limitation. The Company covenants that if any shares of Common Stock required to be reserved for purposes of conversion of Debentures hereunder require registration with or approval of any governmental authority under any Federal or state law, or any national securities exchange, before such shares may be issued upon conversion, the Company will use its best efforts to cause such shares to be duly registered or approved, as the case may be.
NASDAQ Limitation. (a) Notwithstanding any provision to the contrary in this Agreement, the Certificate of Designations for the Convertible Preferred Stock or in the Warrants, in no event shall (i) Purchasers be entitled to convert any shares of Convertible Preferred Stock into shares of Common Stock, or to purchase any shares of Common Stock upon the exercise of any Warrants, to the extent that, after such conversion or exercise, the sum of (A) the number of shares of Common Stock issued by the Company in connection with the transactions contemplated by this Agreement, and (B) the number of shares of Common Stock issuable upon the conversion of the shares of Convertible Preferred Stock or upon the exercise of the
NASDAQ Limitation. Notwithstanding any other provision in Section 8(f) to the contrary, if a reduction in the Warrant Price pursuant to Section 8(f) (other than as set forth in this clause (f)(8)) would require the Company to obtain stockholder approval of the transactions contemplated by the Purchase Agreement to be consummated on the Closing Date pursuant to Nasdaq Marketplace Rule 4350(i) and such stockholder approval has not been obtained, (i) the Warrant Price shall be reduced to the maximum extent that would not require stockholder approval under such Rule, and (ii) the Company shall use its commercially reasonable efforts to obtain such stockholder approval as soon as reasonably practicable, including by calling a special meeting of stockholders to vote on such Warrant Price adjustment. This provision shall not restrict the number of shares of Common Stock which a Warrantholder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a transaction contemplated by Section 8 of this Warrant.
NASDAQ Limitation. Notwithstanding any other provision in Section 8(f) to the contrary, if a reduction in the Warrant Price pursuant to Section 8(f) (other than as set forth in this clause (f)(8)) would require the Company to obtain stockholder approval of the transactions contemplated by the Purchase Agreement pursuant to Nasdaq Marketplace Rule 4350(i) and such stockholder approval has not been obtained, (i) the Warrant Price shall be reduced to the maximum extent that would not require stockholder approval under such Rule, and (ii) the Company shall use its commercially reasonable efforts to obtain such stockholder approval as soon as reasonably practicable, including by calling a special meeting of stockholders to vote on such Warrant Price adjustment.
NASDAQ Limitation. If on any date (the "Determination Date") (a) the Common Stock is listed for trading on Nasdaq, (b) the Exercise Price then in effect is such that the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of the then outstanding Warrants as if all such Warrants were exercised on such Determination Date (without regard to any limitations on exercises) and as payment of interest thereon, as would equal or exceed 20% of the number of shares of the Common Stock outstanding immediately prior to the "Closing Date" (the "Issuable Maximum"), and (c) the Company shall not have previously obtained the vote of the shareholders of the Company (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market value of the Common Stock, then with respect to the aggregate number of Warrants then held by the Holders for which an exercise in accordance with the Exercise Price would result in an issuance of shares of Common Stock in excess of such Holder's pro rata allocation (as described below) of the Issuable Maximum (the "Excess Amount"), the Company may elect to pay cash to the Holders in an amount equal to the product of the Average Price on the Determination Date multiplied by the number of shares of Common Stock that would be issued upon the exercise of the Warrants resulting in the Excess Amount (the "Prepayment Amount"). Any such election by the Company must be made in writing to the Holders within five (5) Trading Days after the first such Determination Date and the payment of such Prepayment Amount applicable to such prepayment must be made in full to the Holders with ten (10) Business Days after the date such notice is delivered. If the Company does not deliver timely a notice of its election to prepay under this Section or shall, if it shall have delivered such a notice, fail to pay the Prepayment Amount hereunder within ten (10) Business Days thereafter, then each Holder shall have the option by written notice to the Company, to, if applicable, declare any such notice given by the Company, if given, to be null and void and require the Company to either: (i) use its best efforts to obtain the Shareholder Approval applicabl...
