Equity Conditions Are Satisfied means, as of any date of determination, that each of the following conditions is (or would be) satisfied on such date, if the Company were to issue on such date all of the Underlying Shares then issuable upon (1) conversion in full of the outstanding principal amount of all Notes, and (2) the payment of accrued and unpaid interest on such Interest Payment Date under all the Notes of the Company: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance, (ii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible Market and such shares of Common Stock are approved for listing on such Eligible Market upon issuance, (iii) such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Investor, (iv) such issuance would be permitted in full without violating Section 5(b) hereof or the rules or regulations of the Eligible Market on which such shares are listed or quoted, (v) both immediately before and after giving effect thereto, no Default shall or would exist, and (vi) no public announcement of a pending or proposed Change of Control transaction has occurred that has not been consummated.
Equity Conditions Are Satisfied means, with respect to a specified issuance of Common Stock, that each of the following conditions is satisfied: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance; (ii) such shares of Common Stock are registered for resale by the Holders pursuant to an effective registration statement, and the prospectus thereunder is available for use by the Holders to sell such shares, or all such shares are freely transferable by the Holders without volume restrictions pursuant to Rule 144(k) under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holders holding a majority of the shares of Preferred Stock then outstanding and the transfer agent for the Common Stock; (iii)(a) the Company shall have complied in all material respects, and not be in default with its obligations under the Transaction Documents, (b) the Common Stock shall at all times be listed or quoted (and is not suspended from trading) on a Trading Market, and (b) if required under the rules or regulation of such Trading Market, such shares of Common Stock are approved for listing on Trading Market upon issuance; (iv) such issuance would be permitted in full without violating Section 6(a)(iii) or the rules or regulations of the Trading Market on which such shares are listed or quoted; (v) no Bankruptcy Event has occurred; and (vi) no public announcement of a pending or proposed Change of Control Transaction has occurred that has not been abandoned, terminated or consummated.
Equity Conditions Are Satisfied means, as of any date of determination, that each of the following conditions is (or would be) satisfied on such date, if the Company were to issue on such date all of the Underlying Shares then issuable upon (1) conversion in full of the outstanding principal amount of all Notes, and (2) the payment of accrued and unpaid interest on such Interest Payment Date under all the Notes of the Company: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance, (ii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible Market and such shares of Common Stock are approved for listing on such Eligible Market upon issuance, (iii) such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Investor, (iv) either (A) the Company has given the
Examples of Equity Conditions Are Satisfied in a sentence
Notwithstanding the foregoing, the Company may not pay interest in shares of Common Stock on any Interest Payment Date unless, on the date thereof, the Equity Conditions Are Satisfied.
Notwithstanding the foregoing, the Company may not without the prior consent of the Holder add to the Stated Value the amount due in respect of dividends for any Dividend Payment Date unless the Equity Conditions Are Satisfied with respect to all Underlying Shares issuable in respect of the Shares (including as a result of adding the amount of the dividend at issue to the Stated Value).
The Company's failure to deliver such certificate under this Section shall not in and of itself result in a breach of the "Equity Conditions Are Satisfied" under the Certificate of Designation, unless if the Company shall fail to provide such certificate within 14 days following the written request therefore from a Holder.
The Company's failure to deliver such certificate under this Section shall not in and of itself result in a breach of the "Equity Conditions Are Satisfied" under the Certificate of Designation, unless if the Company shall fail to provide such certificate within 14 days following the written request therefor from a Holder.
In case the condition that the Equity Conditions Are Satisfied is not met, the Company must pay the amount of such dividend in cash unless otherwise agreed to by the Holder.
More Definitions of Equity Conditions Are Satisfied
Equity Conditions Are Satisfied means, as of any date of determination, that each of the following conditions is (or would be) satisfied on such date, if the Company were to issue on such date all of the Underlying Shares then issuable upon conversion in full of the outstanding principal amount of this Note and all accrued and unpaid interest under this Note, assuming Investor elects to convert all interest pursuant to Section 2(b): (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance, (ii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible Market and such shares of Common Stock are approved for listing on such Eligible Market upon issuance, (iii) such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Investor or all of the Underlying Shares are eligible for resale pursuant to Rule 144 without time or volume limitations, or (iv) no public announcement by the Company of a pending or proposed Change of Control transaction has occurred that has not been consummated.
Equity Conditions Are Satisfied means, as of any date of determination, that each of the following conditions is (or would be) satisfied on such date, if the Company were to issue on such date all of the Underlying Shares then issuable upon (1) conversion in full of the outstanding principal amount of all Notes, and (2) the payment of accrued and unpaid interest on such Interest Payment Date under all the Notes of the Company: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance, (ii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible Market and such shares of Common Stock are approved for listing on such Eligible Market upon issuance, (iii) such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Investor, (iv) such issuance would be permitted in full without violating, (x) in the case of Section 14, Section 5(b)(i) hereof, or (y) in all other cases, Section 5(b) hereof or the rules or regulations of the Eligible Market on which such shares are listed or quoted, (v) both immediately before and after giving effect thereto, no Default shall or would (with or without the passage of time) exist, and (vi) no public announcement of a pending or proposed Change of Control transaction has occurred that has not been consummated.
Equity Conditions Are Satisfied means, as of any date of determination, that each of the following conditions is (or would be) satisfied on such date, if the Borrower were to issue on such date all of the Underlying Shares then issuable upon (1) conversion in full of the outstanding principal amount of all convertible debt issued by the Borrower (including the Notes), (2) the exercise of all options and warrants for Common Stock (including the Warrants) and (3) the payment of accrued and unpaid interest on such Interest Payment Date under all convertible debt (including the Notes) of the Borrower: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance, (ii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible Market and such shares of Common Stock are approved for listing on such Eligible Market upon issuance, (iii) such Common Stock is registered for resale under the Registration Statement, (iv) such issuance would be permitted in full without violating, (x) in the case of Section 13, Section 5(b)(i) hereof, or (y) in all other cases, Section 5(b) hereof or the rules or regulations of the Eligible Market on which such shares are listed or quoted, (v) both immediately before and after giving effect thereto, no Default shall or would exist, and (vi) no public announcement of a pending or proposed Change of Control transaction has occurred that has not been consummated.
Equity Conditions Are Satisfied means, as of any date of determination, that each of the following conditions is (or would be) satisfied on such date, if the Borrower were to issue on
Equity Conditions Are Satisfied means, with respect to a specified issuance of Common Stock, that each of the following conditions is satisfied: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such
Equity Conditions Are Satisfied means, as of any date of determination, that each of the following conditions is (or would be) satisfied on such date, if the Company were to issue on such date all of the Underlying Shares then issuable upon conversion in full of the outstanding principal amount of this Note and all accrued and unpaid interest under this Note, assuming Investor elects to convert all interest pursuant to Section 2(b): (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance, (ii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible Market and such shares of Common Stock are approved for listing on such Eligible Market upon
Equity Conditions Are Satisfied means, as of any date of determination, that each of the following conditions is (or would be) satisfied on such date, if the Company were to issue on such date all of the Underlying Shares then issuable upon conversion in full of the outstanding principal amount of all Notes: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient for such issuance, (ii) the Common Stock is listed or quoted (and is not suspended from trading) on an Eligible Market and such shares of Common Stock are approved for listing on such Eligible Market upon issuance, (iii) such Common Stock has been registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Investor, (iv) the Investor is not a party to a then effective lock-up agreement as contemplated in Section 7(c) of the Registration Rights Agreement, (v) such issuance would be permitted in full without violating, (x) in the case of Section 13, Section 5(b)(i) and (ii) hereof, or (y) in all other cases, Section 5(b) hereof or the rules or regulations of the Eligible Market on which such shares are listed or quoted, (v) both immediately before and after giving effect thereto, no Event of Default shall or would exist, and (vi) no public announcement of a Change of Control transaction has occurred that has not been consummated.