20% Rule definition

20% Rule means collectively the rules and/or regulations of the Principal Market which require stockholder approval prior to the sale, issuance or potential issuance by the Company in a private offering of Common Stock (including securities convertible into or exercisable or exchangeable for Common Stock) equal to twenty percent (20%) or more of the Common Stock or voting power of the Company outstanding before the Closing Date at an effective price less than the greater of book or market value of the Common Stock, including without limitation Section 5635(d) of the NASDAQ Stock Market Rules and Section 713 of the NYSE Amex Company Guide and any successor rules or regulations to such rules.
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Examples of 20% Rule in a sentence

  • Unless the Company has obtained Stockholder 20% Approval as set forth in Section 6.11 or unless otherwise permitted by Nasdaq, in no event shall the Aggregate Issued Shares exceed the maximum number of shares of Common Stock (the "Cap Amount") that the Company can, without stockholder approval, so issue pursuant to Nasdaq Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule) (the "Nasdaq 20% Rule").

  • Unless the Company has obtained Stockholder 20% Approval as set forth in Section 6.12 or unless otherwise permitted by Nasdaq, in no event shall the Aggregate Issued Shares exceed the maximum number of shares of Common Stock (the "Cap Amount") that the Company can, without stockholder approval, so issue pursuant to Nasdaq Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule) (the "Nasdaq 20% Rule").

  • The Company represents and warrants that its Board of Directors has approved, and will recommend that the Company's stockholders approve, the proposal contemplated by this Section 4(n) and shall so indicate such recommendation in the proxy statement used to solicit the 20% Rule Approval.

  • The Company shall comply with the filing and disclosure requirements of Section 14 under the Exchange Act, and the rules and regulations thereunder, in connection with the solicitation, acquisition and the disclosure of the 20% Rule Approval.

  • Unless otherwise permitted by Nasdaq, in no event shall the aggregate number of Initial Tranche Shares, Three Month Reset Shares, Six Month Reset Shares and any Call Shares exceed the maximum number of shares of Common Stock (the "Cap Amount") that the Company can, without shareholder approval, so issue pursuant to Nasdaq Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule) (the "Nasdaq 20% Rule").

  • If, however, such approval or waiver is not obtained within twenty (20) days after the date (the "20% Date") the Company would, if it were to convert the Debentures then sought to be converted by a Buyer, exceed the 20% Rule, the Company shall take all practical steps necessary to obtain shareholder approval (the "Shareholder Approval") for such issuances, including, but not limited to, calling a regular or special meeting of shareholders of the Company.

  • The date of the Authorization Approval shall be referred to as the "Authorization Date." The Company shall comply with the filing and disclosure requirements of Section 14 under the Exchange Act, and the rules and regulations thereunder, in connection with the solicitation, acquisition and the disclosure of the 20% Rule Approval and the Authorization Approval.

  • Notwithstanding anything herein to the contrary, if the Company fails to obtain (i) the approval of, or a waiver from AMEX with respect to the 20% Rule in connection with the issuance of the Conversion Shares and (ii) Shareholder Approval within 60 days after the 20% Date, the Company shall redeem the Debentures in accordance with Section 12(B) of the Debentures.

  • On October 8, 2014, FESICO filed its Comment.36 It averred that petitioner failed to comply with Section 20, Rule 57 of the Rules of Court because the hearing on the motion for execution was conducted after the decision in G.R. No. 175048 had already become final and executory.

  • Under Section 20, Rule 57, in relation to Section 4 therein,66 the surety bond shall answer for all the costs which may be adjudged to the adverse party and all damages which he may sustain by reason of the attachment.

Related to 20% Rule

  • ▇▇▇▇▇▇▇ Rule means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

  • AIF Rulebook means the rulebook issued by the Central Bank as may be amended from time to time which sets out the Central Bank’s regulatory regime for AIFs and other relevant entities that fall to be regulated under the AIFMD.

  • Security Rule means the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. part 160 and part 164, subpart A and C.

  • Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.