Exercise Price is equal to $0.01 per share.
Exercise Period means, with respect to any Warrant, upon the occurrence of a Trigger Event (subject to the proviso at the end of the definition thereof) and on or before the Expiration Date.
Expiration Date means the earlier to occur of (i) 5:00 p.m., New York City time, on June 26, 2029 and (ii) the effectiveness of a Specified Change of Control in which such Holder receives consideration in accordance with Section 5.
Fair Market Value means the amount which a willing buyer, under no compulsion to buy, would pay a willing seller, under no compulsion to sell, in an arms-length transaction but in all events without application of any minority, illiquidity, transfer or voting restriction, or similar discounts or reductions.
Fully Diluted Basis means the fully diluted Common Stock and equivalents of the Company calculated of the date of such determination 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 June 26, 2019.
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 because the Common Stock is not listed on a Principal Market, the Fair Market Value of a share of Common Stock determined by a third party valuation firm mutually acceptable to the Company and a majority of the Holders of the then-outstanding Warrants.
Mixed Settlement has the meaning given it in Section 3(b)(i).
NASDAQ means the Nasdaq Stock Market.
New Securities means any Equity Securities issued by the Company after the date hereof, including any Equity Securities issuable pursuant to a rights offering with respect to Equity Securities that is not offered to the Holders of Warrants.
Number Issuable with respect to a Warrant has the meaning given it in Section 4(a).