Share Delivery Failure definition

Share Delivery Failure has the meaning set forth in Section 8 of this Exhibit.
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Share Delivery Failure means the failure by the Issuer to issue, register or deliver new Shares
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Share Delivery Failure has the meaning set forth in Section 8 of this Exhibit. “Share Issuance Amount” has the meaning set forth in Section 3 of this Exhibit. “Share Issuance Closing Date” has the meaning set forth in Section 4(b) of this Exhibit. “Share Issuance Limit” means 2,135,625 shares of Common Stock, subject to appropriate adjustment for any Stock Events occurring after November 5, 2018, and a “ Xxxxx r’s S hare Issuance Limit” means such Lender’s Pro Rata Share of the Share Issuance Limit. “Stock Event” shall have the meaning given to such term in the Notes. “Trading Day” means any day on which the Common Stock is traded for at least six hours on the Principal Market. “Unsatisfied Principal Amount” has the meaning set forth in Section 9 of this Exhibit. “Volume Weighted Average Price” means, for the Common Stock as of any Trading Day, the volume weighted average sale price of the Common Stock on the Principal Market as reported by Bloomberg. Volume Weighted Average Price will be determined without regard to after-hours trading or any other trading outside of the regular trading hours. “Withholding Date” means the first date on which the Borrower withholds or determines that it is required to withhold any Taxes as a result of the provisions of this Exhibit or the issuance of any shares of Common Stock, or consummation of any transactions, as contemplated hereby. 2.
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Examples of Share Delivery Failure in a sentence

  • A Warrant Share Delivery Failure (as defined above) occurs and remains uncured for a period of more than twenty (20) days.

  • If the Company fails for any reason to deliver to the Holder certificates evidencing the Warrant Shares subject to a Notice of Exercise by the Warrant Shares Delivery Deadline (a "Warrant Share Delivery Failure").

  • In the event of a First Share Delivery Failure, the rights of the Seller and the Company in the Patents, the Patent Applications, the Trademarks and the Molds shall be those that they had immediately before the APA was signed and the APA shall terminate without action of the Seller or the Company, without liability of either of them to the other.

  • In the event of a Second Share Delivery Failure, the rights of the Seller and the Company in the Patents, the Patent Applications, the Trademarks and the Molds shall be those that they had immediately before the APA was signed and the APA shall terminate without action of the Seller or the Company, without liability of either of them to the other.

  • The Company will reimburse the Holder for any and all losses, damages and/or out-of-pocket expenses incurred by the Holder in connection with any Share Delivery Failure.

  • D Warrant Share Delivery Failure (as defined above) occurs and remains uncured for a period of more than twenty (20) days.

  • Upon the occurrence of an Exchange Share Delivery Failure, in lieu of receiving Exchange Shares in accordance with Section 7(b), the Holder may elect to receive the Payment Amount in cash by delivery of written notice of such election to the Borrower.

  • In the event that the Second Share Delivery Failure shall not have occurred, the Escrow Holder shall (A) deliver the New 60MM Certificate and the New 203MM Certificate to the Seller by overnight courier, (B) provide a copy of said courier’s waybill by email to the Seller and the Company at their respective email addresses set forth in Section 9 and (B) retain the Assignments and the Reassignments.


More Definitions of Share Delivery Failure

Share Delivery Failure has the meaning set forth in Section 3(d).
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Related to Share Delivery Failure

  • Share Delivery Date shall have the meaning set forth in Section 4(c)(ii).

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Supply Failure has the meaning given to it in Section 7.5.2 (Supply Failure).

  • Milestone Failure means a failure by the Grant Recipient fully to achieve any Milestone by the relevant Milestone Date;

  • Price Failure means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the seven (7) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the date hereof). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.

  • First Delivery Date means the first date by which the commodity for a Futures Contract can be delivered in order for the terms of the Futures Contract to be fulfilled.

  • Notice Delivery Period means the period from and including the Trade Date, to and including a day that is three (3) Business Days following the date that is 14 calendar days after the Scheduled Termination Date. Section 1.23 (Notice Delivery Period) of the Credit Derivatives Definitions shall be amended accordingly.

  • Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)

  • Delivery Date means the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Work.

  • Termination Delivery Unit means (a) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (b) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu of such other property, the Calculation Agent shall replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent in its discretion by commercially reasonable means, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

  • MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);

  • Scheduled Delivery Date means the Date on which the Seller is required to start delivering the power at the Delivery Point as per the terms and conditions of the PPA;

  • GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.

  • Daily Failure Amount means the product of (x) .005 multiplied by (y) the Closing Sale Price of the Common Stock on the applicable Share Delivery Date.

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Initial Delivery Date has the meaning set forth in Section 1.1(d).

  • Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Listing Failure Event means that:

  • Registration Failure means that (A) the Company fails to file with the SEC on or before the Filing Deadline (as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, (B) the Company fails to use its best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), of any Registration Statement (as defined in the Registration Rights Agreement) that is required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use its best efforts to keep each such Registration Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) of the Registration Rights Agreement on or before the Additional Filing Deadline or fails to use its best efforts to cause such additional Registration Statement to become effective on or before the Additional Registration Deadline, (D) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement within thirty (30) days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its best efforts to cause such amendment and/or new Registration Statement to become effective within ninety (90) days of the applicable Registration Trigger Date, (E) any Registration Statement required to be filed under the Registration Rights Agreement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company’s failure to file and use its best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Sections 2(a)(ii) or 3(b) of the Registration Rights Agreement, as applicable, or otherwise), or (F) the Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC within twenty five (25) days of the date that such SEC comments are received by the Company.

  • Service Level Failure means a failure to perform the Software Support Services fully in compliance with the Support Service Level Requirements.

  • Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;

  • Delayed Delivery Fee shall have the meaning specified in paragraph 2H(2).

  • Delivery Day means a day other than a Saturday, a Sunday or any other day on which national banking associations are authorized to be closed. Any party may change its address for purposes of the receipt of notices and demands by giving notice of the change in the manner provided in this provision.

  • Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period.

  • Epidemic Failure means a series of repeating failures or defects resulting in at least a 0.5% failure rate for the same Product or Material during any twelve-month period.