Rule 5635 definition

Rule 5635 has the meaning set forth in Section 9(a).
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Rule 5635 means Rule 5635 of the Nasdaq Listing Rules.
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Rule 5635 is defined in Section 2.18(a)(ii).
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Examples of Rule 5635 in a sentence

  • Holders of shares of Common Stock acquired upon the conversion of shares of Series A Non-Voting Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal for Stockholder Approval in accordance with Rule 5635 of the listing rules of The Nasdaq Stock Market LLC.

  • Assuming receipt of the Stockholder Approval to the extent required pursuant to Nasdaq Listing Rule 5635 for conversion of the Notes, the Company is not in violation of the requirements of the Principal Market and has no knowledge of any other facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.

  • The Company shall not increase the Conversion Rate pursuant to this Section 12.04(f)(i), if such increase would cause the Company to be in violation of Rule 5635 of the NASDAQ Stock Market or any successor provision thereto, with respect to requirements of obtaining shareholder approval prior to the issuance of securities.

  • In addition, in no event shall the Company issue or sell Placement Shares through MLV in a number and in a manner that would require the Company to obtain stockholder approval under NASDAQ Listing Rule 5635 without first obtaining such stockholder approval.

  • Shares of Common Stock covered by Incentive Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of NASDAQ Listing Rule 5635) shall not count as used under the Plan for purposes of this Section 3.

  • Notwithstanding anything to the contrary, if the voting rights provided by this Section 5 would otherwise cause the issuance of the Series B Preferred Stock to be a transaction other than a public offering at below the Minimum Price as that term is defined under Nasdaq Rule 5635 and the accompanying instructions thereto, then the voting rights granted to the Holder(s) under this Section 5 shall be reduced proportionately as necessary to comply with such Nasdaq Rule.

  • No approval of the stockholders of the Company under the rules and regulations of NASDAQ (including Rule 5635 of the NASDAQ Marketplace Rules) is required for the Company to issue and deliver the Notes to the Purchasers or the Conversion Shares upon conversion of the Notes.

  • In addition, issuance of Common Stock for such purposes would ordinarily require approval by the Company’s stockholders pursuant to Rule 5635 of the corporate governance rules of the Nasdaq Stock Market.

  • The Stockholder Approvals shall have been obtained in accordance with Nasdaq Listing Rule 5635 and ASX Listing Rule 7.1.

  • Shares of Common Stock covered by Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion, or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of NASDAQ Listing Rule 5635) as provided in Section 11 of the Plan shall not count as used under the Plan for purposes of Section 3.

Related to Rule 5635

  • Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • SEC Regulation D means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

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

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • 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.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

  • 1933 Act means the Securities Act of 1933, as amended.

  • Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Regulation D means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • FRB Regulation D means Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • Securities Act means the Securities Act of 1933, as amended.

  • Rule 462 refer to such rules under the Act.

  • Rule 3a-5 means Rule 3a-5 under the Investment Company Act.

  • Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

  • Rule 904 means Rule 904 promulgated under the Securities Act.

  • Rule 145 means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

  • Rule 903 means Rule 903 promulgated under the Securities Act.

  • Rule 3a-7 means Rule 3a-7 under the Investment Company Act.

  • Rule 506(d) Related Party means, with respect to any Person, any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) under the Securities Act.

  • Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.