Common use of Certain Exchange Notice Limitations Clause in Contracts

Certain Exchange Notice Limitations. Anything in this Agreement to the contrary notwithstanding, in no event shall any Exchange Notice be deemed valid (i) if and to the extent that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock beneficially owned by the Investor and its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, to exceed the Ownership Limitation, or (ii) if at such time the Issuer Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange, and to the extent that that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock issued pursuant to this Agreement, when combined with all shares of Issuer Common Stock issued pursuant to any transactions with which they may be aggregated with other transactions for purposes of and under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Common Stock may at such time be listed or quoted, would cause the aggregate number of shares of Issuer Common Stock that would be deemed issued pursuant to this Agreement, to exceed the Exchange Cap. In the event that any Exchange Notice shall have been delivered by Investor to Issuer but is invalid to any extent in accordance with the foregoing, such Exchange Notice shall be void ab initio but only to the extent of such invalidity.

Certain Exchange Notice Limitations. Anything in this Agreement to the contrary notwithstanding, in no event shall any Exchange Notice be deemed valid (i) if and to the extent that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock beneficially owned by the Investor and its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, to exceed the Ownership Limitation, or (ii) if at such time the Issuer Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange, and to the extent that that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock issued pursuant to this Agreement, when combined with all shares of Issuer Common Stock issued pursuant to any transactions with which they may be aggregated with other transactions for purposes of and under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Common Stock may at such time be listed or quoted, would cause the aggregate number of shares of Issuer Common Stock that would be deemed issued pursuant to this Agreement, to exceed the Exchange Cap. In the event that any .any Exchange Notice shall have been delivered by Investor to Issuer but is invalid to any extent in accordance with the foregoing, such Exchange Notice shall be void ab initio but only to the extent of such invalidity.

Certain Exchange Notice Limitations. Anything in this Agreement to the contrary notwithstanding, in no event shall any Exchange Notice be deemed valid (i) if and to the extent that fulfillment of the Exchange Request contained therein would require Issuer to deliver Exchange Shares in consideration of an effective per share value below the stated par value of the Issuer Common Stock, (ii) if and to the extent that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock beneficially owned by the Investor and its affiliates, including those in relation to which it/it / they have a right to acquire within sixty (60) days, to exceed the Ownership Limitation, or (iiiii) if at such time the Issuer Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange, and to the extent that that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock issued pursuant to this Agreement, when combined with all shares of Issuer Common Stock issued pursuant to any transactions with which they may be maybe aggregated with other transactions for purposes of and under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Common Stock may at such time be listed or quoted, would cause the aggregate number of shares of Issuer Common Stock that would be deemed issued pursuant to this Agreement, to exceed the Exchange Cap. In the event that any Exchange Notice shall have been delivered by Investor to Issuer but is invalid to any extent in accordance with the foregoingfore going, such Exchange Notice shall be void ab initio abinitio but only to the extent of such invalidity.

Certain Exchange Notice Limitations. Anything in this Agreement to the contrary notwithstanding, in no event shall any Exchange Notice be deemed valid (i) if and to the extent that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock beneficially owned by the Investor and its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) daysday>, to lo exceed the Ownership Limitation, or (ii) if at such time the Issuer Common Stock is listed or quoted on on· The Nasdaq Stock Market or any other U.S. national securities exchange, and to the extent that that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock issued pursuant to this Agreement, when combined with all shares of Issuer Common Stock issued pursuant to any transactions with which they may be aggregated with other transactions for purposes of and under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Common Stock may at such time be listed or quoted, would cause the aggregate number of shares of Issuer Common Stock that would be deemed issued pursuant to this Agreement, to exceed the Exchange Cap. In the event that any Exchange Notice shall have been delivered by Investor to Issuer but is invalid to any extent in accordance with the foregoing, such Exchange Notice shall be void ab initio but only to the extent of such invalidity.