Market Value means, the Average VWAP during a five consecutive Trading Day period ending on the Trading Day immediately prior to the date of determination, as reported (1) on the principal National Securities Exchange on which the Common Stock is traded, (2) if the Common Stock is not listed on a National Securities Exchange, on the principal regional securities exchange, or (3) if the Common Stock is not listed on a National Securities Exchange or regional securities exchange, in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. In the absence of such a listing or reporting, the Market Value shall be an amount determined by the Board of Directors.
National Securities Exchange means an exchange registered with the Commission under Section 6(a) of the Exchange Act.
Net Share Settlement has the meaning assigned to such term in Section 4.01(b).
Net Share Settlement Election has the meaning assigned to such term in Section 4.01(b).
Officer means any of the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and the General Counsel of the Company.
Officers Certificate means a certificate signed by two Officers, and delivered to the Warrant Agent, that meets the requirements set forth herein.
Opinion of Counsel means a written opinion of counsel who shall be reasonably acceptable to the Warrant Agent that meets the requirements set forth herein.
Pro Rata Repurchases means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer directed to all of the holders of Common Stock subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other tender offer available to substantially all holders of Common Stock, in the case of both (i) and (ii), whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while the Warrants are outstanding. The Effective Date of a Pro Rata Repurchase shall mean the date of purchase with respect to any Pro Rata Purchase.
Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.
Purchase Agreement means the Securities Purchase Agreement, dated October 30, 2018, entered into by and among the Company and the purchasers party thereto, as amended by Amendment No. 1 to the Securities Purchase Agreement dated October 25, 2019.
Register means the register established by the Warrant Agent pursuant to Section 3.08.
Registrar means a Person engaged to maintain the Register.
Restricted Legend means the legend set forth in Exhibit B.