Black-Scholes Value shall mean the Black-Scholes value of this Warrant, or applicable portion thereof, as determined by use of the Black-Scholes Option Pricing Model using the criteria set forth on Schedule 1 hereto.
Business Day means a day other than a Saturday or Sunday or any other day on which commercial banks are authorized or required by law to close in New York City.
Cashless Default Exercise shall mean an exercise of this Warrant as a Cashless Default Exercise in accordance with Sections 3(c) and 11(b) hereof.
Cashless Major Exercise shall mean an exercise of this Warrant or portion thereof as a Cashless Major Exercise in accordance with Sections 3(b) and 5(b)(i) hereof.
Cash Out Major Transaction means a Major Transaction in which the consideration payable to holders of Common Stock in connection with the Major Transaction consists solely of cash.
Eligible Market means the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the NYSE American or, in each case, any successor thereto.
Parent Entity of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of a Major Transaction.
Person means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.
Standard Settlement Period means the standard settlement period for equity trades effected on securities exchanges in the United States, expressed in a number of Trading Days, as in effect on the applicable Date of Exercise (as defined in Section 2(b)).
Stock Event means a stock split, stock combination, reclassification, payment of stock dividend, recapitalization or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or small number of shares.
Successor Entity means any Person purchasing the Companys assets or Common Stock, or any successor entity resulting from such Major Transaction, or if the Warrant is to be exercisable for shares of capital stock of a Parent Entity (as defined above), such Persons Parent Entity.
Successor Major Transaction means either a Takeout Major Transaction or an Asset Sale.
Successor Major Transaction Consideration means (i) in the case of a Takeout Major Transaction (other than a Cash Out Major Transaction), the amount of cash and other assets and the number of securities or other property of the Successor Entity or other entity that would be