Required Thresholds. The Company shall not be obligated to prepare, file and cause to become effective pursuant to this Section 2 a Registration Statement on Form S-1 unless the proposed aggregate public offering price of the securities to be included in such Demand Registration is at least $5 million. Nor shall the Company be obligated to prepare, file and cause to become effective such Registration Statement upon a demand made by less than 50% of the Holders of the Registrable Securities then outstanding if such demand is made less than 90 days after the effective date of the Company's most recent registration statement for shares of Common Stock (other than a Registration Statement on Form S-4 or Form S-8 or any successor forms thereto).
Required Thresholds. The Company shall not be obligated to prepare, file and cause to become effective pursuant to this Section a Registration Statement on Form S-1. The Company shall not be obligated to prepare, file and cause to become effective any Registration Statement if such demand is made less than 90 days after the effective date of the Company's most recent registration statement for shares of Common Stock (other than a Registration Statement on Form S-4 or Form S-8 or any successor forms thereto).
Required Thresholds. 5 (d) Participation ....................................................... 5 (e) Underwriter's Cutback ............................................... 5 (f) Managing Underwriter ................................................ 5
Required Thresholds. The Company shall not be obligated to prepare, file and cause to become effective pursuant to this Section 3 a Registration Statement unless the proposed aggregate public offering price of the securities to be included in such Demand Registration is at least $10,000,000 (except for the final Demand Registration exercised).
Required Thresholds. 4 (d) Participation................................................. 5 (e) Underwriter's Cutback......................................... 5 (f) Managing Underwriter.......................................... 5 (g) Black-Out Periods of Investor................................. 5
Required Thresholds. The Company shall not be obligated to prepare, file and cause to become effective pursuant to this Section 2 a Registration Statement unless the proposed aggregate number of shares of Conversion Stock to be included in such Demand Registration equals the greater of (i) at least 25% of the outstanding shares of Conversion Stock and (ii) such number of shares, the sale of which would result in aggregate net proceeds in excess of $3,000,000, based on the mid-point of the range of offering prices proposed by the Holders making the request pursuant to Section 2(a).
Required Thresholds. 4 (d) Participation............................................... 4 (e) Underwriter's Cutback....................................... 4 (f)
Required Thresholds. In addition to the other limitations contained in this Agreement, the Company shall not be obligated to prepare, file and cause to become effective any Registration Statement if such demand is made less than 90 days after the effective date of the Company's most recent registration statement, other than a registration statement filed under the Exchange Act.
Required Thresholds. In the event that after delivery of the Initial Payment to Landlord and prior to Tenant’s payment to Landlord of the remainder of the Termination Fee (i.e., each of the Second Payment and the Third Payment), Tenant fails to meet the “Required Thresholds” as that term is defined hereinbelow, Tenant shall be obligated to deliver, within five (5) business days after written notice from Landlord, an irrevocable letter of credit (the “L-C-”) to Landlord in the then-outstanding amount of the Termination Fee (the “L-C Amount”) drawable without condition other than presentation to the issuer of the original L-C, a sight draft, and a certificate of Landlord, all as set forth in the form of L-C attached hereto as Exhibit B. For purposes of this Agreement, the “Required Thresholds” shall mean that Tenant maintains the following: (i) unrestricted cash and short-term investments (as computed in accordance with generally accepted accounting principles consistently applied) of not less than Thirty Million and No/Dollars ($30,000,000.00); provided that following the date of Tenant’s payment in full of the Second Payment to Landlord, such amount shall be reduced to Twenty Million and No/Dollars ($20,000,000.00), and (ii) the book value of Tenant’s total then-current assets (as shown on Tenant’s financial statements and computed in accordance with generally accepted accounting principles consistently applied) shall be in excess of one hundred ten percent (110%) of the book value of Tenant’s total then-current liabilities (as shown on Tenant’s financial statements and computed in accordance with generally accepted accounting principles consistently applied). Tenant shall submit to Landlord, within thirty (30) days following the end of each calendar month following the date of this Agreement, a report prepared by Tenant (which report shall be certified by an independent certified public accountant or Tenant’s chief financial officer) which shall expressly include, without limitation, the amount of Tenant’s (A) then-current cash balance, and (B) then-current working capital. Additionally, Tenant shall submit to Landlord copies of Tenant’s quarterly 10-Q reports to the Securities and Exchange Commission within ten (10) business days of the filing of the same with the Securities and Exchange Commission. If Tenant fails to provide such reports or such 10-Q reports within ten (10) business days following its receipt of written notification from Landlord that the same was not recei...
Required Thresholds. The Company shall not be obligated to prepare, file and cause to become effective pursuant to this Section 2.1 a Registration Statement unless the request for such Demand Registration provides for the resale of Registrable Securities with a proposed aggregate offering price, net of underwriting discounts and commissions, of the securities to be resold by the Holders in such Demand Registration of at least $50,000,000.
