Nasdaq Rule. The Investors shall, in the aggregate, be entitled to exercise Adjustment Warrants (with respect to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting in a total of 10,295,171 shares of Common Stock (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% Cap"). Each Investor shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with its Initial Shares, it will own such total number of shares of Common Stock equal to such Investor's pro rata share of the 20% Cap. An Investor shall have the right to receive cash payments from the Company for all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing to such Investor ("Deficiency Shares") at the Premium Redemption Price for such Deficiency Shares (as defined in the Registration Rights Agreement). If an Investor has received its Adjustment Shares and Anti-Dilution Shares but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors still to receive Adjustment Shares and/or Anti-Dilution Shares on a pro rata basis. If applicable, the restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a) the Company obtains written shareholder approval to issue Common Shares in excess of the 20% Cap pursuant to Nasdaq Rule 4460 or (b) the Company provides the Investors with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares is not subject to the 20% Cap pursuant to Nasdaq Rule 4460. The Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors with a copy of same. Without limiting the foregoing, the Company shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31, 2000 in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in ...
Nasdaq Rule. The Purchasers shall, in the aggregate, be entitled to convert Notes and exercise Warrants into a total of up to 19.99% of the Company's outstanding common stock issued and outstanding on the date hereof (which number shall at least equal 9,270,639 shares) (the "MAXIMUM SHARE AMOUNT"), which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "NASDAQ CAP"). Each Purchaser shall be entitled to convert that amount of its Notes and exercise that amount of its Warrants into such total number of Common Stock equal to such Purchaser's pro rata share of the Nasdaq Cap. Once a Purchaser has received its total pro rata share upon conversion of its Notes and exercise of its Warrants, it may cause (but only if the Company has failed by November 15, 2000 to receive shareholder approval to authorize and issue all shares of Common Stock issuable upon exercise of the Warrants and conversion of the Notes (the "REQUISITE VOTE")) the Company to redeem its remaining Notes at a price equal to the Premium Redemption Price (as defined in the Investors' Rights Agreement) plus accrued but unpaid interest and default payments in effect at that time. If Purchaser has converted all of its Notes and exercised all of its Warrants, but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Purchasers still holding Notes on a pro rata basis based on Relative Percentages. The restrictions and redemption obligations set forth in this Section 5.15 shall cease to apply if (a) the Company obtains the Requisite Vote to issue all Common Shares issuable upon exercise of the Warrants and conversion of the Notes or (b) the Company provides the Purchasers with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares upon conversion of the Notes and exercise of the Warrants is not subject to the Nasdaq Cap pursuant to Nasdaq Rule 4460. The Company will use its best efforts promptly to obtain either the Requisite Vote or the irrevocable notice described in the preceding sentence and to provide the Purchasers with a copy of same. Without limiting the foregoing, the Company shall solicit and use its best efforts to obtain the Requisite Vote no later than November 15, 2000, will solicit proxies in favor of issuing all Common Shares issuable upon exercise of the Warrants and conversion of the Notes and will us...
Nasdaq Rule. Holder shall, in the aggregate, not be entitled to exercise this Warrant into such total number of Warrant Shares which would exceed Holders’ ownership (inclusive of all other Common Stock, warrants and other convertible instruments as may otherwise be held by Holder) of 19.99% of the Company’s Common Stock issued and outstanding, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock (hereinafter the "20% CAP"), unless such issuance has been duly approved by the shareholders of the Company. In the event that, due to the 20% Cap, the Holder may not exercise all of its Warrant Shares, then the Company shall utilize its best efforts to receive shareholder approval to authorize and issue all shares of Common Stock issuable upon exercise of the Warrants.
Nasdaq Rule. In the event that the issuance of the Milestone Shares would cause Parent to seek stockholder approval pursuant to Nasdaq Rule 5635(d) (and unless Parent has obtained such stockholder approval), Parent shall pay any excess amount of the Milestone Shares to the Sellers in cash in lieu of shares of Parent Common Stock, allocated among the Sellers in accordance with their respect Percentage Interests (as adjusted to account for the specific allocation set forth in Section 2.21(d)).
Nasdaq Rule. Prior to the Closing, the Company shall have ----------- received written consents from its controlling shareholders certifying that such controlling shareholders will vote in favor of the issuance of shares Common Stock under this Agreement in excess of 19.99% of its existing Common Stock then outstanding. ARTICLE V Intentionally Omitted
Nasdaq Rule. The Purchasers shall, in the aggregate, be entitled to convert Debentures into a total of 1,689,826 Common Shares (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% CAP"). Each Purchaser shall be entitled to convert that amount of its Debentures into such total number of Common Shares equal to such Purchaser's pro rata share of the 20% Cap. Once a Purchaser has received its total pro rata share upon conversion of its Debentures, and if the Company shall not have complied with its obligations to obtain the stockholder approval described below by the dates set forth below, it shall have the right to compel the Company to redeem its remaining Debentures at a price equal to the Premium Redemption Price (as defined in the Registration Rights Agreement) plus accrued but unpaid interest and default payments in effect at that time. If a Purchaser has converted all of its Debentures, but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Purchasers still holding Debentures on a pro rata basis. The Company hereby covenants that on or prior to March 31, 2001 it shall use its reasonable best efforts to convene a stockholders meeting on or prior to March 31, 2001, pursuant to which it
Nasdaq Rule. The Company will not be obligated to issue and the Investor will not be obligated to purchase any shares of the Common Stock which would result in the issuance under this Agreement of more than nineteen and nine-tenths percent (19.9%) of the issued and outstanding shares of the Common Stock as of the date hereof, unless such issuance has been duly approved by the shareholders of the Company.
Nasdaq Rule. The Investors shall, in the aggregate, be entitled to convert Debentures into a total of 1,367,402 Common Shares (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock)
