Nasdaq Stockholder Approval definition

Nasdaq Stockholder Approval means the receipt by the Borrower of requisite approval from its stockholders to issue more than 19.9% of its outstanding shares of Common Stock at an issue price below the “minimum price” in payment of interest, amortization and settlement of conversions of the Notes in accordance with Nasdaq Stock Market Rule 5635.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the issuance of the Common Warrants (as defined in the Underwriting Agreement) and the Common Warrant Shares (as defined in the Underwriting Agreement) upon exercise thereof, and such approval is deemed effective in accordance with the laws of the State of Nevada.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Corporation with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Issuance Date without regard to any restrictions or limitations set forth under this Certificate of Designation.

Examples of Nasdaq Stockholder Approval in a sentence

• Notwithstanding anything herein or any other Note Document to the contrary, prior to Nasdaq Stockholder Approval, the number of Interest Shares deliverable upon any interest payments hereunder will be subject to, and shall not exceed, the Authorized Share Cap.

• Notwithstanding anything herein to the contrary, unless and until the Parent obtains Nasdaq Stockholder Approval, upon conversion of the Notes the number of shares of Common Stock deliverable upon conversion of all Notes in the aggregate will be subject to, and shall not exceed, the Share Cap.

• If (x) the 10-day VWAP ending on the Trading Day immediately prior to the applicable payment date is greater than or equal to the Nasdaq Minimum Price or (y) the Company has received Nasdaq Stockholder Approval, the number of Interest Shares to be issued shall be calculated based on the 10-Day VWAP; otherwise, the number of Interest Shares to be issued shall be based on the Nasdaq Minimum Price.

• Under the 2024 Notes Indenture, we are obligated to seek approval from our stockholders for the issuance of shares of common stock in connection with settlement of, and payment of interest on, the 2024 Notes for purposes of the Nasdaq Stockholder Approval Rule.

• For Proposal 5 (Nasdaq Stockholder Approval Proposal), abstentions are not treated as votes cast and, therefore, will have no effect.Broker non-votes will have no effect and will not be counted towards the vote total for Proposals 1 (Election of Directors Proposal), 2 (Say-on-Pay Proposal), 3 (Say-on-Frequency Proposal) and 5 (Nasdaq Stockholder Approval Proposal).

More Definitions of Nasdaq Stockholder Approval

Nasdaq Stockholder Approval means stockholder approval required by NASDAQ in connection with the transactions contemplated by the Transaction Documents (as defined herein) and the Certificate of Designation (including, without limitation, the issuance or potential issuance of a number of shares of Common Stock which is greater than or equal to 20% of the number of shares outstanding on the date of this Agreement and/or any potential change of control (as currently defined under the rules and regulations of NASDAQ)).

Nasdaq Stockholder Approval shall have the meaning ascribed to such term in Section 4.18.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Corporation with respect to the issuance of shares of Common Stock upon conversion of the Series B-1 Preferred Stock and Series B-2 Preferred Stock in excess of 19.99% of the issued and outstanding Common Stock on the Original Issue Date without regard to any restrictions or limitations set forth under this Certificate of Designation or the Series B-2 Certificate of Designation.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market (or any successor entity) from the stockholders of the Corporation with respect to the conversion of shares of Series H Preferred Stock and the issuance of the shares of Common Stock issuable upon conversion of the Series H Preferred Stock in excess of the Beneficial Ownership Limitation.

Nasdaq Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the issuance of (i) shares of Common Stock upon conversion of the Series B-1 Preferred Stock and (ii) shares of Common Stock upon conversion of the Series B-2 Preferred Stock, in the aggregate, in excess of 19.99% of the issued and outstanding Common Stock on the date of this Agreement, in each case ignoring any conversion limits set forth in the Series B-1 Preferred Certificate of Designation and any conversion limits set forth in the Series B-2 Preferred Certificate of Designation, respectively.

Nasdaq Stockholder Approval means the receipt by the Company of requisite approval from its stockholders to issue Interest Shares below the Conversion Price or to issue more than 19.99% of its outstanding shares of Common Stock at an issue price below the Nasdaq Minimum Price.

Nasdaq Stockholder Approval means the approval of the stockholders of the Corporation as is necessary under the rules and regulations of The Nasdaq Stock Market (or any successor entity) (including, without limitation, Nasdaq Listing Rule 5635(d)) to permit the issuance of a number of shares of Common Stock to the Purchaser in excess of 19.99% of the Corporation’s outstanding Common Stock as of the date of the Purchase Agreement.