Common use of At-Market Transaction Clause in Contracts

At-Market Transaction. Notwithstanding Sections 4(z)(i) and (iii), the Exchange Cap Limitation shall not apply for any purposes of this Agreement and the transactions contemplated hereby to the extent that (and only for so long as) the Average Price (as defined below) shall equal or exceed the Minimum Price (as defined below) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless Stockholder Approval is obtained). “Average Price” means a price per share of Common Stock (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (A) the aggregate gross purchase price paid by the Buyers for the Notes purchased pursuant to this Agreement, by (B) the aggregate number of Conversion Shares Issued pursuant to this Agreement. “Minimum Price” means $4.7340, representing the lower of (1) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxx) on the Trading Day immediately prior to the Subscription Date, or (2) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the Subscription Date (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the Subscription Date).

At-Market Transaction. Notwithstanding Sections Section 4(z)(i) and (iii)above, the Exchange Cap Limitation shall not apply be applicable for any purposes of this Agreement and the transactions contemplated hereby hereby, to the extent that (and only for so long as) the Average Price (as defined below) shall equal or exceed the Minimum Price (as defined below) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless Stockholder Approval the stockholder approval referred to in Section 4(z)(i) is obtained). “Average Price” means a price per share of Common Stock (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (A1) the aggregate gross purchase price paid by the Buyers for the Notes purchased pursuant to this Agreement, by (B2) the aggregate number of Conversion Shares Issued issued pursuant to this Agreement. “Minimum Price” means $4.73401.19, representing the lower of (1) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxxXxxxxx.xxx) on the Trading Day immediately prior to the Subscription Date, or (2) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxxXxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the Subscription Date (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the Subscription Date).

At-Market Transaction. Notwithstanding Sections Section 4(z)(i) and (iii)) above, the Exchange Cap Limitation shall not apply for any purposes of this Agreement and the transactions contemplated hereby to the extent that (and only for so long as) the Average Price (as defined below) shall equal or exceed the Minimum Price (as defined below) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless Stockholder Approval is obtained). “Average Price” means a price per share of Common Stock (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (A) the aggregate gross purchase price paid by the Buyers for the Notes Purchased Securities purchased pursuant to this Agreement, by (B) the aggregate number of Conversion Shares Issued issued pursuant to this Agreement. “Minimum Price” means $4.73400.351, representing the lower of (1) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxxXxxxxx.xxx) on the Trading Day immediately prior to the Subscription Date, or (2) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxxXxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the Subscription Date (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the Subscription Date).

At-Market Transaction. Notwithstanding Sections Section 4(z)(i) and (iii)) above, the Exchange Cap Limitation shall not apply for any purposes of this Agreement and the transactions contemplated hereby to the extent that (and only for so long as) the Average Price (as defined below) shall equal or exceed the Minimum Price (as defined below) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless Stockholder Approval is obtained). “Average Price” means a price per share of Common Stock (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (A) the aggregate gross purchase price paid by the Buyers for the Notes Purchased Securities purchased pursuant to this Agreement, by (B) the aggregate number of Conversion Shares Issued issued pursuant to this Agreement. “Minimum Price” means $4.73400.1609, representing the lower of (1) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxxXxxxxx.xxx) on the Trading Day immediately prior to the Subscription Date, or (2) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxxXxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the Subscription Date (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the Subscription Date).

At-Market Transaction. Notwithstanding Sections 4(z)(iSection 3.3(a) and (iii)above, the Exchange Cap Limitation shall not apply be applicable for any purposes of this Agreement and the transactions contemplated hereby hereby, solely to the extent that (and only for so long as) the Average Price (as defined below) shall equal or exceed the Minimum Base Price (as defined below) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless Stockholder Approval the stockholder approval referred to in Section 3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the official closing price of the Common Stock on the Principal Market on the Trading Day immediately prior to the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement. “Average Price” means a means, as of any date of determination, such price per share of Common Stock Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (Ai) the aggregate gross purchase price paid by the Buyers Investor for the Notes all Shares purchased pursuant to this AgreementAgreement as of such date, by (Bii) the aggregate number of Conversion Shares Issued issued pursuant to this AgreementAgreement as of such date. “Minimum Base Price” means $4.7340, representing the lower of (1) the Nasdaq official closing a price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxx) on the Trading Day immediately prior per Share equal to the Subscription Date, or (2) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the Subscription Date Minimum Price (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the Subscription Datedate of this Agreement). “Minimum Price” means $10.50, representing the official closing price of the Common Stock on the Principal Market on the Trading Day of this Agreement (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).