Maximum Issuance. The maximum number of shares which the Borrower shall be permitted to issue to the Lender in accordance with this Section 2.11 on any Share Payment Closing Date (the “Maximum Issuance”) shall be equal to [**].

Maximum Issuance. The maximum number of shares which the Borrower shall be permitted to issue to the Investors in accordance with this Section 2.14 on any Share Payment Closing Date (the “Maximum Issuance”) shall, except as hereinafter provided, be equal to a percentage of the total number of shares of Common Stock outstanding as of the close of business on the Trading Day immediately preceding the date of the Share Payment Notice calculated as a fraction, (x) the numerator of which is the quotient of the Market Capitalization (as defined below) at the close of regular trading on the Trading Day immediately preceding the date of the Share Payment Notice divided by $350,000,000 and (y) the denominator of which is 100; provided, however, that the Maximum Issuance shall be no greater than 1,920,000 shares and no less than 480,000 shares, if the Market Capitalization is at least $150,000,000, (ii) the Maximum Issuance shall be 400,000 shares if the Market Capitalization is more than $100,000,000 but less than $150,000,000 and (iii) the Maximum Issuance shall be 300,000 shares if the Market Capitalization is $100,000,000 or less. As an example, if the Market Capitalization were $700,000,000 and the total number of shares of Common Stock outstanding were 47,000,000 then the applicable percentage would be 2% (($700,000,000/$350,000,000) / 100) and the Maximum Issuance would equal 940,000 shares (2% x 47,000,000). For purposes of this Section 2.14, “Market Capitalization” shall mean the product of (x) the number of issued and outstanding shares of Common Stock as of the date of the calculation (exclusive of any shares issuable upon exercise of options or warrants or conversion of any convertible securities) multiplied by (y) the applicable price per share of Common Stock.

Maximum Issuance. Notwithstanding anything to the contrary contained herein, the number of Acquisition Shares that may be acquired by the Sellers pursuant to the Earnout Schedule (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such earnout (or other issuance), the total number of shares of Common Stock then beneficially owned by such Seller and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Seller’s for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such earnout) (a “Maximum Issuance”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived.

Maximum Issuance. Notwithstanding the foregoing, without the prior approval of the Company’s stockholders as required pursuant to the rules and regulations of the The Nasdaq Capital Market, the aggregate number of shares of Common Stock actually issued by the Company under the Transaction Agreements shall not exceed 19.99% of the Common Stock outstanding as of the Original Issue Date, for purposes of NASDAQ Listing Rule 5635(d), at a price, determined in accordance with the rules and regulations of The Nasdaq Capital Market, that is less than the Minimum Price (as defined below). The term “Minimum Price” means a price that is the lower of (i) the Closing Sale Price of the Common Stock immediately preceding the signing of the Loan Agreement; or (ii) the average Closing Sale Price of the Common Stock for the five (5) Trading Days immediately preceding the signing of the Loan Agreement.

Maximum Issuance. BLP shall not be entitled to receive on an Issuance Date by delivery of Settlement Shares in connection with that number of Settlement Shares which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by such BLP and its Affiliates on an Issuance Date, and (ii) the number of Settlement Shares issuable upon Issuance Date with respect to which the determination of this provision is being made on a calculation date, which would result in beneficial ownership by BLP and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Issuance Date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder. Subject to the foregoing, BLP shall not be limited to aggregate issuances of only 4.99% and aggregate issuancess by BLP may exceed 4.99%. BLP shall have the authority to determine whether the restriction contained in this Section 5(e) will limit any issuance and the extent such limitation applies and to which instrument or part thereof such limitation applies. BLP may increase the permitted beneficial ownership amount up to 9.99% upon and effective after 61 days prior written notice to the Company. BLP may allocate which of the equity of the Company deemed beneficially owned by BLP shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.

Related to Maximum Issuance

Maximum Amount In consideration of the services to be performed by Contractor, the State agrees to pay Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $250,000.00.
Maximum Credit Patheon's liability for Active Materials calculated in accordance with this Section 2.2 for any Product in a Year will not exceed, in the aggregate, the Maximum Credit Value set forth in Schedule D to a Product Agreement.
Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.
Maximum Amount Payable The maximum amount payable under this contract without modification is shown in Attachment E, Fee Schedule. Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party.
Adjustments for Diluting Issuances Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.
Maximum Number of Shares Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate amount of Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Board, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Manager in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Board, a duly authorized committee thereof or a duly authorized executive officer, and notified to the Manager in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement to exceed the Maximum Amount.
Stock Issuance (a) The Company shall issue the Award Shares in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided, however, that the Company may, in its discretion, elect to issue such shares in certificate form as provided below. (b) Any certificates representing the Award Shares that may be delivered to you by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5. (c) Promptly after the vesting of the Award Shares pursuant to this Agreement, the Company shall, as applicable, either remove the notations on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing the number of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock power, in the form attached as Exhibit A, with respect to the Award Shares. The Company shall not deliver any certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.
Maximum Drawing Amount The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letters of Credit.
Issuance Period Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the date of this Agreement (or if such anniversary date is not a Business Day, the Business Day next preceding such anniversary) and (ii) the thirtieth day after Prudential shall have given to the Company, or the Company shall have given to Prudential, a written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “Issuance Period”.
Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

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