Common use of Exchange Cap Clause in Contracts

Exchange Cap. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Registrable Shares that would be issued pursuant to this Agreement and the transactions contemplated by the Transaction Documents would exceed 8,727,049 shares of Common Stock (representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to the execution of the Original Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Transaction Documents under applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to the Original Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock pursuant to the Original Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated by the Transaction Documents at all times during the term of this Agreement (except as set forth in Section 3.3(b)). The Investor shall not have the right or obligation to purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock held by the Investor immediately following such purchase will cause the Investor to have beneficial ownership of more than the number of shares of Common Stock representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to such purchase, unless the Company’s stockholders have approved such purchase of Common Stock in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise.

Exchange Cap. The Unless the Parent first obtains shareholder approval in accordance with sections 604(a) and 607(g) of the TSX Company Manual, as applicable, in no circumstances shall not the Parent issue or sell any shares Common Shares upon the exchange of Common Stock pursuant to this AgreementPreferred Shares, and the Investor Investors (either individually or in the aggregate, as the case may be) shall not purchase have the right to effect an exchange of Preferred Shares or acquire any shares receive Common Shares upon conversion of Common Stock pursuant to this AgreementPreferred Shares, to the extent that the issuance of such Common Shares pursuant to such exchange would (i) in respect of issuances to any Investor (including any Person acting in combination or in concert with such Investor) (any Investor and any such Persons are referred to herein as an "Investor Group"), result in such Investor Group holding 19.9% or more of the issued and outstanding number of Common Shares (including, for greater certainty, securities held by the Investors prior to the date hereof)immediately after giving effect theretoto such exchange; and (ii) in respect to all issuances hereunder in the aggregate, result in the aggregate number issuance of Registrable 63,000,000 or more Common Shares that would be issued pursuant to this Agreement and the transactions contemplated by the Transaction Documents would exceed 8,727,049 shares of Common Stock (representing 19.99a maximum of 25% of the voting power or number of shares of Common Stock issued and outstanding number of Common Shares calculated as of immediately prior to the execution of the Original this Agreement); provided, which number of shares shall be reducedhowever, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Transaction Documents under applicable rules of the Principal Market (such maximum number of sharesCommon Shares is to be adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (the percentage set forth in clause (i) or (ii), as applicable, the “"Exchange Cap”"), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to the Original Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise. For the avoidance of doubt, any issuances that are made in contravention of the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock pursuant to the Original Agreement; provided, that if such stockholder approval is not obtained, the foregoing Exchange Cap shall be applicable for deemed void ab initio. For greater certainty, upon receipt of any such shareholder approval by Parent, the foregoing limitations shall not apply and Parent shall thereafter be required to issue all purposes of this Agreement and such Common Shares as are issuable pursuant to the transactions contemplated by the Transaction Documents at all times during the term of this Agreement (except as terms set forth in Section 3.3(b))this Agreement. The Until any such requisite approval is obtained, no Investor shall not have be issued in the right or obligation aggregate, upon exchange of Preferred Shares, Common Shares in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the number of Preferred Shares issued to purchase or acquire any shares of Common Stock such Investor pursuant to this Agreement, Agreement on the Closing Date and the denominator of which is the aggregate number of all Preferred Shares issued to the extent that after giving effect theretoInvestors pursuant to this Agreement on the Closing Date (with respect to each such Investor, the aggregate "Exchange Cap Allocation"). In the event that any Investor shall sell or otherwise transfer any of such Investor's Preferred Shares, the transferee shall be allocated a pro rata portion of such Investor's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any Investor shall exchange all of such Investor's Preferred Shares into a number of shares of Common Stock held by Shares which, in the Investor immediately following aggregate, is less than such purchase will cause Investor's Exchange Cap Allocation, then the Investor to have beneficial ownership of more than difference between such Investor's Exchange Cap Allocation and the number of Common Shares actually issued to such Investor shall be allocated to the respective Exchange Cap Allocations of the remaining Investors on a pro rata basis in proportion to the shares of Common Stock representing 19.99% of underlying the voting power or number of shares of Common Stock issued and outstanding immediately prior to Preferred Shares then held by each such purchase, unless the Company’s stockholders have approved such purchase of Common Stock in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwiseInvestor.

Exchange Cap. The Subject to Section 2.4(b), the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Registrable Shares shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated by the Transaction Documents hereby would exceed 8,727,049 9,171,179 (such number of shares of Common Stock (representing equal to 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to the execution of the Original this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Transaction Documents this Agreement under applicable rules of the Principal Trading Market (such maximum number of shares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to the Original this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwiseTrading Market. For the avoidance of doubt, as set forth in Section 5.17, the Company may, but shall be under no obligation to, request use its stockholders reasonable best efforts to approve obtain the issuance Shareholder Approval to issue such number of shares of its Common Stock in excess of the Exchange Cap as may be necessary for the Company to receive aggregate gross proceeds equal to the Total Commitment from the sale of Shares to the Investor pursuant to VWAP Purchases and/or Alternative VWAP Purchases pursuant to this Agreement, and the Original AgreementCompany may not deliver any VWAP Purchase Notice or Alternative VWAP Purchase Notice and may not sell any Shares to the Investor pursuant to this Agreement unless and until the Company shall have obtained the Shareholder Approval in accordance with Section 5.17 and this Section 2.4(a) and in accordance with applicable rules of the Trading Market, applicable laws of the State of Oregon and the Company’s Charter and Bylaws; provided, that if such stockholder approval Shareholder Approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated by the Transaction Documents hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b2.4(b)). The Investor shall not have the right or obligation to purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock held by the Investor immediately following such purchase will cause the Investor to have beneficial ownership of more than the number of shares of Common Stock representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to such purchase, unless the Company’s stockholders have approved such purchase of Common Stock in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise.

Exchange Cap. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Registrable Shares that would be issued pursuant to this Agreement and the transactions contemplated by the Transaction Documents would exceed 8,727,049 shares of Common Stock (representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to the execution of the Original this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Transaction Documents under applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to the Original this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock pursuant to the Original this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated by the Transaction Documents at all times during the term of this Agreement (except as set forth in Section 3.3(b)). The Investor shall not have the right or obligation to purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock held by the Investor immediately following such purchase will cause the Investor to have beneficial ownership of more than the number of shares of Common Stock representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to such purchase, unless the Company’s stockholders have approved such purchase of Common Stock in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise.

Exchange Cap. The Notwithstanding anything contained herein, the Company shall not issue or sell any shares Ordinary Shares (or ADSs representing Ordinary Shares, including, in both cases, pursuant to the exercise of Common Stock Pre-Funded Warrants) pursuant to this Agreement, and the Investor Purchasers shall not purchase or acquire any shares of Common Stock Ordinary Shares (or ADSs representing Ordinary Shares including, in both cases, pursuant to the exercise of Pre-Funded Warrants) from the Company pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Registrable Shares ADSs that would be issued pursuant to this Agreement and the transactions contemplated by the Transaction Documents hereby would exceed 8,727,049 1,320,616 ADSs, representing 2,641,231,384 Ordinary Shares (such number of shares of Common Stock (representing equal to 19.99% of the voting power or number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the execution of the Original this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock Ordinary Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Transaction Documents this Agreement under applicable rules of The Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the Principal Market date of this Agreement (such maximum number of shares, the “Exchange Cap”), unless and until the Company’s stockholders Company elects to obtain shareholder approval of the issuance of Ordinary Shares as contemplated by this Agreement, and the shareholders of the Company have in fact approved the issuance of Common Stock pursuant to the Original Ordinary Shares as contemplated by this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal The Nasdaq Stock Market or such approval is not required in accordance with the applicable rules excess of the Principal Market or otherwiseExchange Cap. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders shareholders to approve the issuance of Common Stock pursuant to Ordinary Shares in excess of the Original Exchange Cap as contemplated by this Agreement; provided, that if such stockholder shareholder approval is not obtainedobtained in accordance with this Section 2.4, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated by hereby, including, without limitation, the Transaction Documents issuance of Ordinary Shares and related ADSs in connection with the exercise of Pre-Funded Warrants, at all times during the term of this Agreement (except as set forth in Section 3.3(b)). The Investor shall not have the right or obligation to purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock held by the Investor immediately following such purchase will cause the Investor to have beneficial ownership of more than the number of shares of Common Stock representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to such purchase, unless the Company’s stockholders have approved such purchase of Common Stock in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwisetimes.

Exchange Cap. The Subject to Section 2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any DOCPROPERTY "CUS_DocIDChunk0" 4856-0098-9995\3 shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Registrable Shares shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated by the Transaction Documents hereby would exceed 8,727,049 shares of Common Stock 13,100,011 (representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to the execution of the Original this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Transaction Documents this Agreement under applicable rules of The Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the Principal Market date of this Agreement (such maximum number of shares, the “Exchange Cap”), unless and until the Company’s Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by this Agreement, and the stockholders of the Company have in fact approved the issuance of Common Stock pursuant to the Original as contemplated by this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwiseThe Nasdaq Stock Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock pursuant to the Original as contemplated by this Agreement; provided, that if such stockholder approval is not obtainedobtained in accordance with this Section 2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated by the Transaction Documents hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b2(f)(ii) below)). The Investor shall not have the right or obligation to purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock held by the Investor immediately following such purchase will cause the Investor to have beneficial ownership of more than the number of shares of Common Stock representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to such purchase, unless the Company’s stockholders have approved such purchase of Common Stock in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise.

Exchange Cap. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Registrable Shares that would be issued pursuant to this Agreement and the transactions contemplated by the Transaction Documents would exceed 8,727,049 10,051,528 shares of Common Stock (representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to the execution of the Original this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Transaction Documents under applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to the Original this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock pursuant to the Original this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated by the Transaction Documents at all times during the term of this Agreement (except as set forth in Section 3.3(b)). The Investor shall not have the right or obligation to purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock held by the Investor immediately following such purchase will cause the Investor to have beneficial ownership of more than the number of shares of Common Stock representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to such purchase, unless the Company’s stockholders have approved such purchase of Common Stock in accordance with the applicable rules of the Principal Market or such approval is not required in accordance with the applicable rules of the Principal Market or otherwise.