Issuance Cap. Notwithstanding anything to the contrary contained herein, the Purchaser and the Company agree that the total number of shares of Common Stock issued in connection with the Transaction may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the aggregate number of shares of Common Stock issued in connection with the Transaction reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), the Company shall as soon as reasonably practicable take all action necessary to obtain stockholder approval of the issuance of additional shares of Common Stock issuable pursuant to the terms of this Agreement in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). Without limiting the generality of the foregoing sentence, as soon as reasonably practicable after the date of the application of the Nasdaq 19.99% Cap, but in no event later than 75 days after such occurrence, the Company shall hold a meeting of its stockholders to seek the Approval. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit the Approval and to cause its board of directors to recommend to the stockholders that they provide the Approval. Until Approval is obtained, issuances of Common Stock pursuant to Section 4.1 hereof shall be made to the Purchaser as nearly as possible on a pro rata basis based on the total amount of shares of Common Stock issued or issuable to such party.
Issuance Cap. The aggregate number of shares of CME Class A Common Stock issuable in the Transactions but for the last sentence of Section 1.7(b) would exceed 19.9% of the number of shares of CME Class A Common Stock outstanding on the trading day immediately before the date hereof (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon).
Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the number of shares of Common Stock issued to Investor reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower will use reasonable commercial efforts to: (a) obtain stockholder approval of the Note and the issuance of additional Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d), or (b) obtain Nasdaq approval of the Note and the issuance of additional Conversion Shares (the “Approval”). In the event Borrower is unable to deliver any additional Conversion Shares to Lender as a result of the Nasdaq 19.99% Cap, then until such time as Borrower is able to obtain the Approval, all Redemption Amounts must be paid in cash.
Issuance Cap. Notwithstanding anything in the foregoing, the ------------ provisions of Section 6(h) shall not be deemed in effect until such time as the Company exceeds the Issuance Cap as defined in Section 7.1(l) of the Series B1 Certificate of Designation.
Issuance Cap. Unless Stockholder Approval has been previously obtained, in the event that any delivery of Common Stock pursuant to an Interest Share Issuance to a Lender would, together with (i) any other issuance of Common Stock pursuant to an Interest Share Issuance and/or (ii) any issuance of Common Stock by the Company to any holder of a Warrant that would, in each case, be aggregated with such Interest Share Issuance for determining whether such issuances collectively would require approval by a vote of Company stockholders under the applicable listing rules of the Nasdaq Global Market, any successor stock exchange operated by the NASDAQ Stock Market LLC or any successor thereto (such other issuances in the foregoing clauses (i) and (ii), the “Related Issuances”), exceed 19.99% of the Common Stock Outstanding on May 24, 2016 (the “Aggregation Date”), each applicable Lender shall receive only a number of shares of Common Stock, rounded down to the nearest whole number, equal to (A) the maximum number of shares of Common Stock that could be issued in the applicable Interest Share Issuances together with the then-proposed Related Issuances without the Related Issuances exceeding in aggregate 19.99% of the Common Stock Outstanding on the Aggregation Date (such maximum number calculated by giving effect to any then-proposed Related Issuances in connection with any Warrant first) multiplied by a ratio equal to (B) (1) the number of shares of Common Stock that would be otherwise received by the applicable Lender under the applicable Interest Share Issuance divided by (2) the number of all of the shares of Common Stock that would be otherwise received by the applicable Lender under the applicable Interest Share Issuance and the recipients of any then-proposed Related Issuances in the aggregate. To the extent a Lender is entitled to receive a number of shares of Common Stock reduced by this Section 2.4(g), the Borrowers shall pay on the applicable Interest Payment Date, in satisfaction of the Company’s obligation to otherwise deliver such shares of Common Stock, any remaining interest due and payable on such Interest Payment Date in cash pursuant to Section 2.4(b)(x).
Issuance Cap. Notwithstanding anything to the contrary contained in this Agreement, the Warrant, the Prefunded Warrant or the Registration Rights Agreement, the parties hereto agree that the total cumulative number of shares of Common Stock issued pursuant to this Agreement and upon the exercise of the Warrant or the Prefunded Warrant may not exceed the requirements established in Nasdaq Listing Rule 5635(a) (the “Approval”), except such limitation shall not apply following compliance by the Company with the requirements of the Approval. The Company covenants and agrees to obtain the Approval, within 60 days of the date hereof, of the shares of Common Stock to be issued under this Agreement and upon the exercise of the Warrant and Prefunded Warrant. If the Company is unable to obtain the Approval, any shares of Common Stock that remain unissued under this Agreement or unexercised under the Warrant or the Prefunded Warrant shall be immediately be purchased from the Company in cash at the purchase price.
Issuance Cap. 8.1 The Company represents and warrants to Purchaser that, as of November 17, 2022, there are 26,914,155 shares of its common stock outstanding.
Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree that the total cumulative number of Ordinary Shares issued to Lender hereunder together with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the “Issuance Cap”), except that such limitation will not apply following Approval (defined below). If the number of Ordinary Shares issued to Lender reaches the Issuance Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower, at its election, will use commercially reasonable efforts to obtain shareholder approval of this Note and the issuance of additional Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). If Borrower is unable to obtain such Approval or otherwise obtain exemption from the requirement of such Approval, any remaining Outstanding Balance of this Note must be repaid in cash. For the avoidance of doubt, failure to seek or obtain the Approval or exemption from the requirement of such Approval shall not be considered a Trigger Event or an Event of Default hereunder.
Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder and under Note #2, may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). Should Borrower desire to issue Redemption Conversion Shares in excess of the Nasdaq 19.99% Cap, Borrower, at its sole discretion, may seek to obtain stockholder approval of the issuance of additional Redemption Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d), to enable Borrower to issues shares of Common Stock pursuant to this Note and Note #2 (the “Approval”). If Borrower is unable to deliver Redemption Conversion Shares as a result of not obtaining the Approval, then any remaining Outstanding Balance of this Note must be repaid in cash.
Issuance Cap. In no event will the number of shares of Common Stock issued hereunder together with all shares of Common Stock issued under the Warrant be more than the lesser of 884,696 shares (except as may adjusted pursuant to Section 7) or 19.99% of the Company’s total issued and outstanding shares of Common Stock on the date hereof (so as to comply with the requirements of Nasdaq Listing Rule 5635(d)) (the “Issuance Cap”). In the event the Issuance Cap is reached, any remaining Outstanding Balance must be paid in cash.
