in a name other than the Holder or its agent on its behalf. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.
14.TRANSFER. Subject to applicable law, this Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required by Section 2(e) of the Securities Purchase Agreement.
15.CERTAIN DEFINITIONS. Capitalized terms used in this Warrant but defined in the other Transaction Documents and not defined herein shall have the meanings ascribed to such terms in such other Transaction Documents unless otherwise consented to in writing by the Holder. For purposes of this Warrant, the following terms shall have the following meanings:
(a)“Bloomberg” means Bloomberg Financial Markets.
(b)“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
(c)“Closing Sale Price” means, for any security as of any date, the last closing trade price for such security on the Eligible Market, as reported by Bloomberg, or, if the Eligible Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg, or, if the Eligible Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall appropriately adjusted for any share dividend, share split, share combination or other similar transaction during such period.
(d)“Common Stock” means (i) the Company’s shares of common stock, par value $.01 per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.
(e)“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Market, the Nasdaq Capital Market or the Principal Market.
(f)“Expiration Date” means the date that is the third (3rd) anniversary of the Issuance Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday.
(g)“Fundamental Transaction” means any transaction in which, directly or indirectly, in one or more related transactions, (i) the Company consolidates or merges with or into (whether or not the Company is the surviving corporation) another Person pursuant to which another Person or group acquires more than 50% of the outstanding voting securities of the Company, or (ii) the Company sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of the assets of the Company to another Person, or (iii) another Person consummates a purchase, tender or exchange offer that is accepted by the