Blocker Provision. Notwithstanding anything to the contrary contained herein, the number of Ordinary Shares that may be acquired by the Backstop Investor upon any exercise of Warrants in the Company and its successor(s) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of Ordinary Shares then beneficially owned by such Backstop Investor and its affiliates and any other persons whose beneficial ownership of Ordinary Shares would be aggregated with the Backstop Investor’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding Ordinary Shares (including for such purpose the Ordinary Shares issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a notice of exercise hereunder will constitute a representation by the Backstop Investor that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Ordinary Shares upon exercise of the Warrants requested in such notice of exercise is permitted under this paragraph. This provision shall not restrict the number of Ordinary Shares which a Backstop Investor may receive or beneficially own in order to determine the amount of securities or other consideration that such Backstop Investor may receive in the event of a merger or other business combination or reclassification involving the Company. For the avoidance of doubt, this restriction shall not be conferred upon any third party to whom the Backstop Investor transfers such Warrants. This restriction may not be waived.
Blocker Provision. Notwithstanding anything to the contrary contained herein, the number of shares of Class A Ordinary Shares that may be acquired by the Backstop Investor upon any exercise of Warrants in the Company and its successor(s) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Class A Ordinary Shares then beneficially owned by such Backstop Investor and its affiliates and any other persons whose beneficial ownership of Class A Ordinary Shares would be aggregated with the Backstop Investor’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of Class A Ordinary Shares (including for such purpose the shares of Class A Ordinary Shares issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each warrant exercise hereunder will constitute a representation by the Backstop Investor that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such warrant exercise is permitted under this paragraph. This provision shall not restrict the number of shares of Class A Ordinary Shares which a Backstop Investor may receive or beneficially own in order to determine the amount of securities or other consideration that such Backstop Investor may receive in the event of a merger or other business combination or reclassification involving the Company. For the avoidance of doubt, this restriction shall not be conferred upon any third party to whom the Backstop Investor transfers such Warrants. This restriction may not be waived.
Blocker Provision. (a) Notwithstanding any provision of the Finance Documents to the contrary, upon the enforcement of the Security created by this Security Agreement, in no event shall any Finance Party be entitled to acquire, receive, vote or exercise any other rights of a secured party in respect of any Pledged Shares to the extent that (but only to the extent that), immediately upon giving effect to such acquisition, receipt or exercise of such rights:
(i) any Finance Party’s Beneficial Ownership would be equal to or greater than 9.5 per cent. of the Outstanding Shares;
(ii) any Finance Party, or any “affiliate” or “associate” of any Finance Party, would be an “interested stockholder” of the Issuer, as all such terms are defined in Section 203 of the Delaware General Corporation Law; or
(iii) any Finance Party Person under any federal, state or local laws, regulations or regulatory orders applicable to ownership of Outstanding Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Outstanding Shares equal to:
(A) the number of Outstanding Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Finance Party Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of the Issuer or any contract or agreement to which the Issuer is a party; in each case minus
(B) one per cent. of the number of the total Outstanding Shares on the date of determination (each of paragraphs (i), (ii) and (iii) above, an Ownership Limitation).
(b) The inability of any Finance Party to acquire, receive, vote or exercise rights with respect to Pledged Shares provided by this Clause 11.2 at any time as a result of an Ownership Limitation shall not preclude such Finance Party from taking such action at a later time when no such Ownership Limitation is then existing or would result under this provision. Notwithstanding any provision of the Finance Documents to the contrary, no Finance Party shall become the record or beneficial owner, or otherwise have any rights as a holder, of any Pledged Shares that such Finance Party is not entitled to acquire, receive, vote or exercise any other rights of a secured party ...
Blocker Provision. Notwithstanding anything to the contrary contained herein, Backstop Investor shall not own a number of Backstop Investor Shares such that the total number of shares of Common Stock beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Exchange Act, exceeds 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) (such amount, the “Blocker Amount”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Backstop Investor and the Company will use reasonable best efforts to cooperate with each other with respect to determination of the Blocker Amount.
Blocker Provision. Notwithstanding anything to the contrary contained herein, Backstop Investor shall not own a number of Backstop Investor Shares such that the total number of shares of Common Stock beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Exchange Act, exceeds 9.99% of the total number of issued and outstanding shares of Common Stock (such amount, the “Blocker Amount”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Backstop Investor and the Company will use reasonable best efforts to cooperate with each other with respect to determination of the Blocker Amount.
Blocker Provision. Notwithstanding anything to the contrary contained herein, the number of shares of Class A Common Stock that may be acquired by a Subscriber upon any exercise or conversion of any Preferred Shares, warrants or other convertible or equity-linked securities of the Issuer shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Class A Common Stock then beneficially owned by the Subscribers and their respective affiliates and any other persons whose beneficial ownership of Class A Common Stock would be aggregated with a Subscriber for purposes of Section 13(d) of the Exchange Act (such entities, the “Group”) does not exceed 9.9% of the total number of issued and outstanding shares of Class A Common Stock (including for such purpose the shares of Class A Common Stock issuable to the Group upon the exercise or conversion of such Preferred Shares, warrants or other convertible or equity-linked securities of the Issuer). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Class A Common Stock which a Subscriber may receive or beneficially own in order to determine the amount of securities or other consideration that such Subscriber may receive in the event of a merger or other business combination or reclassification involving the Issuer. For the avoidance of doubt, the restrictions set forth in this Section 14 shall not apply to any third party (meaning a party whose beneficial ownership of Class A Common Stock is not aggregated with a Subscriber for purposes of Section 13(d) of the Exchange Act) to whom the Subscriber or its permitted transferee transfers any Subscription Shares, Underlying Shares, warrants or other convertible or equity-linked securities of the Issuer. The restrictions set forth in this Section 14 may not be waived.
Blocker Provision. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock of the Company and its successor(s) that may be acquired by the Investor shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Investor’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which an Investor may receive or beneficially own in order to determine the number of securities or other consideration amount that such Investor may receive in the event of a merger or other business combination or reclassification involving the Company. This restriction may not be waived without prior written consent from Investor at least 61 days prior to such waiver.
Blocker Provision. Notwithstanding anything to the contrary contained herein, Backstop Investor shall not own a number of Backstop Investor Shares such that the total number of shares of Common Stock beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Exchange Act, exceeds 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) (such amount, the “Blocker Amount”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Backstop Investor and the Company will use reasonable best efforts to cooperate with each other with respect to determination of the Blocker Amount.
