Is either the BB or Small-Cap a "National Securities Exchange"???
should Telular lose its listing on the Nasdaq National Market, (i.e., move to BB or Small-Cap) will the preferred owners be able to convert at will?
From the Telular S-3 ...
REDEMPTION OF PREFERRED STOCK
A right of redemption on the part of the holders of the Preferred Stock may be triggered by a number of events ... "the delisting of the Company's Common Stock from a national securities exchange,"
The S-3 seems to want to define "national" but I can't figure it out.
help?
Cheers. George
g. Listing. The Company shall promptly secure the listing of the
Conversion Shares upon each national securities exchange and automated
quotation system (including the Nasdaq National Market System), if any, upon
which shares of Common Stock are then listed (subject to official notice of
issuance) and shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all Conversion Shares from time to time
issuable under the terms of this Agreement and the Registration Rights
Agreement. The Company shall maintain the Common Stock's authorization for
quotation on the Nasdaq National Market, The New York Stock Exchange, Inc. or
The American Stock Exchange, Inc. ("AMEX"). The Company shall promptly
provide to each Buyer copies of any notices it receives from the Nasdaq
National Market System regarding the continued eligibility of the Common Stock
for listing on the Nasdaq National Market System.
c. The Common Stock shall be authorized for quotation on the
Nasdaq National Market System, The New York Stock Exchange, Inc. or AMEX,
trading in the Common Stock issuable upon conversion of the Series A Preferred
Shares to be traded on the Nasdaq National Market System, The New York Stock
Exchange, Inc. or AMEX shall not have been suspended by the SEC, The Nasdaq
Stock Market, Inc., The New York Stock Exchange, Inc. or AMEX and all of the
Conversion Shares issuable upon conversion of the Series A Preferred Shares to
be sold at the Closing shall be listed upon the Nasdaq National Market System,
The New York Stock Exchange, Inc. or AMEX. |
