Common use of At-Market Transaction Clause in Contracts

At-Market Transaction. Notwithstanding Section 3.3(a) above, the Exchange Cap shall not be applicable for any purpose of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (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 the stockholder approval referred to in Section 3.3(a) is obtained). Notwithstanding the foregoing, the Company may not deliver any VWAP Purchase Notice if the VWAP Purchase effected thereby would result in the Investor owning 19.99% of the voting power or number of shares of issued and outstanding combined Common Stock and Class V Common Stock, in each case, calculated in accordance with the applicable rules of the Principal Market. The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Principal Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Principal Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement (the “Minimum Price”).

At-Market Transaction. Notwithstanding Section 3.3(a3.3(i) above, the Exchange Cap shall not be applicable for any purpose purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (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 the stockholder approval referred to in Section 3.3(a3.4(i) is obtained). Notwithstanding the foregoing, the Company may not deliver any VWAP Purchase Notice if the VWAP Purchase effected thereby would result in the Investor owning 19.99% of the voting power or number of shares of issued and outstanding combined Common Stock and Class V Common Stock, in each case, calculated in accordance with the applicable rules of the Principal Market. The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Company’s Common Stock on the Principal Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Company’s Common Stock on the Principal Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement (the “Minimum Price”)Agreement.

At-Market Transaction. Notwithstanding Section 3.3(a) above, the Exchange Cap shall not be applicable for any purpose purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (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 the stockholder approval referred to in Section 3.3(a3.4(a) is obtained). Notwithstanding the foregoing, the Company may not deliver any VWAP Purchase Notice if the VWAP Purchase effected thereby would result in the Investor owning 19.99% of the voting power or number of shares of issued and outstanding combined Common Stock and Class V Common Stock, in each case, calculated in accordance with the applicable rules of the Principal Market. The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock Company’s Class A ordinary shares, par value $0.0001 per share, on the Principal Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock Company’s Class A ordinary shares, par value $0.0001 per share, on the Principal Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement (the “Minimum Price”)Agreement.