Common use of Exchange Cap Clause in Contracts

Exchange Cap. The Company shall not issue or sell any Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed the maximum number of shares of Common Stock permitted under applicable rules of the Principal Market that may be issued without the approval of the Company’s stockholders, which number of Common Stock shall be reduced, on a share-for-share basis, by the number of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (such maximum number of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders approve the issuance of Common Stock pursuant to 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 hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)).

Exchange Cap. The Company shall not issue or sell any Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed the maximum number of shares of Common Stock permitted under applicable rules of the Principal Market that may to be issued without the approval a vote of the Company’s stockholdersshareholders, which number of shares of Common Stock shall be reduced, on a share-for-share basis, reduced 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 this Agreement under applicable rules of the Principal Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders shareholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. 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 this Agreement; provided, provided that if such stockholder shareholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b))Agreement.

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 shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed 19.99% of the maximum voting power or number of shares of Common Stock permitted under Stock, calculated in accordance with the applicable rules of the Principal Market that may be issued without the approval of the Company’s stockholdersMarket), which number of Common Stock 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 this Agreement under applicable rules of the Principal Market (such maximum number of Common Stockshares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal 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 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 hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.3(ii)).

Exchange Cap. The Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this AgreementAgreement or otherwise, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this AgreementAgreement or otherwise, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement Agreement, or otherwise, and the transactions contemplated hereby would exceed 1,152,764 shares of Common Stock (such number of shares equal to 19.99% of the maximum aggregate number of shares of Common Stock permitted under applicable rules issued and outstanding immediately prior to the execution of the Principal Market that may be issued without the approval of the Company’s stockholdersthis Agreement), which number of Common Stock 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 this Agreement under applicable rules of the Principal Market NYSE American LLC (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement Agreement, or otherwise, in excess of the Exchange Cap in accordance with the applicable rules of the Principal MarketNYSE American LLC. 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 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 hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)).

Exchange Cap. The Subject to Section 3.4(b), the Company shall not issue or sell any shares of Common Stock (including, without limitation, the Commitment Shares) 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 shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed 11,420,253 shares of Common Stock (such number of shares equal to 19.99% of the maximum aggregate number of shares of Common Stock permitted under applicable rules of the Principal Market that may be issued without the approval and shares of the Company’s stockholdersClass B common stock, par value $0.0001 per share, combined, issued and outstanding immediately prior to the execution of this Agreement), which number of Common Stock 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 this Agreement under applicable rules of the Principal Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Trading 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 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 hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).

Exchange Cap. The Company shall not issue or sell any Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed the maximum number of shares of Common Stock permitted under applicable rules of the Principal Market that may to be issued without the approval a vote of the Company’s stockholdersshareholders, which number of Common Stock shall be reduced, on a share-for-share basis, by the number of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (such maximum number of Common Stock, the “Exchange Cap”), unless the Company’s stockholders shareholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. 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 this Agreement; provided, that if such stockholder shareholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b))Agreement.