New York Courts means the state and federal courts sitting in the City of New York, Borough of Manhattan.
Outside Date means the tenth (10th) Business Day following the date of this Agreement.
Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.
Principal Trading Market means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing Date, shall be the Nasdaq Capital Market.
Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened, before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility.
Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Registrable Securities (as defined in the Registration Rights Agreement).
Required Approvals has the meaning set forth in Section 3.1(e) hereof.
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.
SEC Report has the meaning set forth in Section 3.1(h) hereof.
Series B-1 Certificate of Designation means the Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock to be filed prior to the Closing by the Company with the Secretary of State of the State of Delaware, in the form of Exhibit E attached hereto.
Series B-1 Purchase Price means $10,500.00 per share of Series B-1 Preferred Stock.
Series B-2 Certificate of Designation means the Certificate of Designation of Preferences, Rights and Limitations of Series B-2 Convertible Preferred Stock to be filed prior to the Closing by the Company with the Secretary of State of the State of Delaware, in the form of Exhibit F attached hereto.
Series B-2 Purchase Price means $10,500.00 per share of Series B-2 Preferred Stock.