Cap Amount. If the Company becomes listed on the Nasdaq Small Cap Market or the Nasdaq National Market, then, unless the Company has obtained Stockholder 20% Approval as set forth in Section 6.11 or unless otherwise permitted by Nasdaq, in no event shall the Aggregate Issued Shares exceed the maximum number of shares of Common Stock (the "Cap Amount") that the Company can, without stockholder approval, so issue pursuant to Nasdaq Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule) (the "Nasdaq 20% Rule").
Cap Amount. (a) Prior to Nasdaq Approval (as defined in the Securities Purchase Agreement) or the 4460 Shareholder Approval (as defined in the Securities Purchase Agreement), unless otherwise permitted by The Nasdaq National Market or unless the rules thereof no longer are applicable to the Company, in no event shall the total number of shares of Common Stock issued at the Closing under the Securities Purchase Agreement and upon exercise of the Warrants exceed the maximum number of shares of Common Stock that the Company can without stockholder approval so issue pursuant to Nasdaq Rule 4460(i) (or any successor rule) (the "Cap Amount") upon Closing under the Securities Purchase Agreement and the exercise of the Warrants, which, as of the date of initial issuance of Common Stock and Warrants to the Holders, which amount is one million, two hundred thirty two thousand and forty five (1,232,045) shares. The Cap Amount shall be allocated pro rata among the Holders based on the number of shares of Common Stock and Warrants issued to each Holder. In the event a Holder shall sell or otherwise transfer any of such Holder's Warrants, each transferee shall be allocated a pro rata portion of such transferor's Cap Amount. A Holder's allocable portion of the Cap Amount shall be allocated first to the Common Stock issued to the Holder at the Closing under the Securities Purchase Agreement, then to the First Warrants (as defined in the Securities Purchase Agreement) and only the Warrants shall be subject to the limitation imposed by this Section 5(a).
(b) Prior to the earlier of Second Nasdaq Approval (as defined in the Securities Purchase Agreement) or the 4310 Shareholder Approval (as defined in the Securities Purchase Agreement), unless otherwise permitted by The Nasdaq National Market or unless the rules thereof no longer are applicable to the Company, in no event shall this Warrant be exercisable.
Cap Amount. For avoidance of doubt, it is understood and agreed that any increase in the aggregate Indebtedness for borrowed money constituting principal outstanding under the ABL Documents and the Term Loan Documents (in each case, including in any Refinancing thereof) after the date of the original incurrence or issuance of such Indebtedness solely as a result of a fluctuation in the exchange rate of the currency in which such Indebtedness is denominated shall be ignored for purposes of determining compliance with the ABL Cap Amount and the Term Loan Cap Amount, and any such incremental Indebtedness attributable to any such currency fluctuation shall be deemed to be an ABL Obligation or a Term Loan Obligation, as applicable, for all purposes hereof.
Cap Amount. Subject to the last sentence of this Section 7.3.3, indemnification shall only be available under Sections 7.1.1 (except in respect of the Cnova Fundamental Representations), 7.1.3(a) (except as set forth in the last sentence of this Section 7.3.3), 7.1.3(d), 7.1.3(e) and 7.1.4 collectively, for Losses up to an aggregate amount of One Hundred Eighty-Nine Million Nine Hundred Thirty Thousand Reals (R$189,930,000) (the "Cap Amount"). Subject to the last sentence of this Section 7.3.3, in no event shall Cnova NV or any of its affiliates have any liability pursuant to Section 7.1 (except in respect of the Cnova Fundamental Representations) for any Loss that exceeds the Cap Amount. Notwithstanding anything in this Section 7.3.3 to the contrary, Cnova NV's indemnification obligations for the Cnova Fundamental Representations, for Taxes indemnifiable pursuant to Section 7.1.3(a), or pursuant to any of Sections 7.1.2, 7.1.3(b) or 7.1.3(c) shall not be subject to the Cap Amount.
Cap Amount. If the Corporation is prohibited by Rule 4460(i) of the National Association of Securities Dealers, Inc. ("NASD"), or any successor or similar rule, or the rules or regulations of any other securities exchange on which the Common Stock is then listed or traded, from issuing a number of shares of Common Stock upon conversion of this Note and exercise of the Warrants in excess of a prescribed amount (the "Cap Amount"), then the Corporation shall not issue shares upon conversion of this Note or exercise of the Warrants in excess of the Cap Amount; provided, however, that this limitation in this Article III.D (i) shall not apply and shall be of no further force and effect after the date of the effectiveness of the shareholder approval (the "Shareholder Approval Date") referred to in Section 4(q) of the Securities Purchase Agreement. In the event the Corporation is prohibited from issuing shares of Common Stock as a result of the operation of this subparagraph (i), the Corporation shall comply with Article V.
Cap Amount. For the avoidance of doubt, notwithstanding anything herein to the contrary, in no event shall the Company be obligated to issue or deliver to the Dealer shares of Common Stock pursuant to this Agreement in excess of the Cap Amount (as such amount may be adjusted from time to time pursuant to Section 2).
Cap Amount. For purposes of this Agreement, the “Cap Amount” shall mean:
12.3.1. Six Million Five Hundred Thousand Dollars ($6,500,000) for any claim or claims made during the period from the Effective Date to the second anniversary of the Service Commencement Date;
12.3.2. Seven Million Five Hundred Thousand Dollars ($7,500,000) for any claim or claims made during the period from the second anniversary of the Service Commencement Date to and including the fifth anniversary of the Service Commencement Date; and
12.3.3. For any claim or claims made during a Contract Year of a Renewal Term, Two and one-half (2.5) times the annual License Fee paid during such Contract Year; and for any claim or claims made following the Term, Two and one-half (2.5) times the annual License Fee paid during the final Contract Year of the Term.
Cap Amount. Unless otherwise permitted by Nasdaq, in no event shall the aggregate number of Initial Tranche Shares, Three Month Reset Shares, Six Month Reset Shares and any Call Shares exceed the maximum number of shares of Common Stock (the "Cap Amount") that the Company can, without shareholder approval, so issue pursuant to Nasdaq Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule) (the "Nasdaq 20% Rule"). In the event the Company is prohibited from issuing the full amount of Three Month Reset Shares or Six Month Reset Shares as a result of the operation of this Section 2.2.5, the Company shall issue such number of shares of Common Stock as are available without exceeding the Cap Amount (the "Cap Limit Shares") to the Subscriber as partial consideration for its obligation to issue the Three Month Reset Shares or Six Month Reset Shares, as the case may be, and shall pay the Subscriber the refund amount as specified in Section 2.2.6 below.
Cap Amount. The maximum aggregate amount which Buyer Indemnified Persons may be entitled to receive pursuant to claims for indemnification under Section 9.2(a)(i) (other than for breaches or inaccuracies of the Company Fundamental Representations, the Tax Representations, or the Contractor Representations) and Section 9.2(a)(ii) (other than for willful or intentional breach) shall be the Indemnity Escrow Amount held in the Escrow Account. The maximum aggregate amount which Securityholder Indemnified Persons may be entitled to receive pursuant to claims for indemnification under Section 9.2(b)(i) (other than for breaches or inaccuracies of the Buyer Fundamental Representations) and Section 9.2(b)(ii) (other than for willful or intentional breach) shall be an amount equal to the Indemnity Escrow Amount. The maximum aggregate amount which Buyer Indemnified Persons may be entitled to receive pursuant to claims for indemnification under Section 9.2(a)(iv), Section 9.2(a)(v), and for breach of or inaccuracy of the Tax Representations and the Contractor Representations, as applicable, shall be an amount equal to the Special Indemnity Escrow Amount. Subject to the other limitations in this Article 9 (including the preceding sentences of this Section 9.2(h)(ii)), the maximum aggregate amount which Buyer Indemnified Persons may be entitled to receive pursuant to claims for indemnification under Section 9.2(a) shall be the merger consideration received by Securityholders under this Agreement. Subject to the other limitations in this Article 9 (including the preceding sentences of this Section 9.2(h)(ii), the maximum aggregate amount which Securityholder Indemnified Persons may be entitled to receive pursuant to claims for indemnification under Section 9.2(b) shall be the merger consideration received by Securityholders under this Agreement. Notwithstanding anything to the contrary set forth in this Article 9, the maximum aggregate liability of any individual Securityholder pursuant to this Article 9 shall in no event exceed the portion of the merger consideration actually received by such Securityholder pursuant to this Agreement.
Cap Amount. In no event shall (i) Sellers' aggregate liability arising out of their indemnification obligations under Section 4.2(d), Section 4.2(e), Section 4.11(b)(iii), Section 6.2(b), or Section 7.1 exceed 50% of the Purchase Price; it being understood and agreed that the foregoing limitation shall not apply in the event of fraud or willful misconduct, or to claims for indemnification relating to Excluded Liabilities or Excluded Assets or arising under any of Section 3.1.1 (Existence), Section 3.1.2 (Authority), Section 3.1.3 (Binding Agreement), Section 3.1.4 (No Conflicts), Section 3.1.5 (Approvals and Filings), Section 3.1.10 (Title to Personal Property), Section 3.1.11(a) (Real Property), or Section 3.1.20 (Brokers), and any such excluded indemnifiable Losses shall not be deemed to count against or otherwise reduce such limitation on Sellers' aggregate liability; and (ii) Purchaser's aggregate liability arising out of its indemnification obligations under Section 4.1(f)(C), Section 4.3(c), Section 6.2(b), or Section 7.2 exceed 50% of the Purchase Price; it being understood and agreed that the foregoing limitation shall not apply in the event of fraud or willful misconduct or to (a) claims for indemnification relating to Liabilities assumed by Purchaser under Section 2.1.2, or (b) claims for indemnification arising under any of Section 3.2.1 (Existence), Section 3.2.2 (Authority), Section 3.2.3 (Binding Agreement), Section 3.2.4 (No Conflicts), Section 3.2.5 (Approvals and Filings) or Section 3.2.7 (Brokers), and any such excluded indemnifiable Losses shall not be deemed to count against or otherwise reduce such limitation on Purchaser's aggregate liability. For the avoidance of doubt, Sellers aggregate obligations under Sections 4.1(g), 4.2(d), 4.2(e), 4.9, and 4.11(b)(iii) shall not exceed $20,000,000.