Fully Diluted Basis means the fully diluted weighted-average Common Stock and equivalents of the Company for the year-to-date period as of the most recent month-end calculated in accordance with GAAP and assuming the exercise or conversion of the Companys Series D Participating Convertible Preferred Stock.
GAAP means United States generally accepted accounting principles.
Governmental Entity means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body.
Holder has the meaning given it in Section 2(c)(ii).
Issue Date means, with respect to any Warrant, the date such Warrant is issued in accordance with the terms of the SPA.
Law means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or order of any Governmental Entity.
Market Price means, with respect to any particular measurement date, (a) the closing price of a share of Common Stock as reported on the Principal Market for the Trading Day immediately preceding such measurement date or (b) if, the foregoing clause (a) is not applicable, the Fair Market Value of a share of Common Stock determined by a third party valuation firm mutually acceptable to the Company and the Holder.
NASDAQ means the The Nasdaq Stock Market.
Number Issuable with respect to a Warrant has the meaning given it in Section 4(a).
NYSE means the New York Stock Exchange LLC.
Person means any individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.
Principal Market means any of the national exchanges (i.e. NASDAQ, NYSE, NYSE MKT LLC), principal quotation systems (i.e. OTCQX, OTCQB, Pink (OTC Pink)) or other principal exchange or recognized quotation system which is at the time the principal trading platform or market for the Common Stock, which the parties acknowledge as of the date of this Agreement is the NASDAQ.
Purchaser has the meaning given it in the Recitals.
Regulation D means Regulation D promulgated under the Securities Act.