Share Cap. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Buyer be required to deliver to Seller a number of Shares that exceeds the Share Cap (as specified in Schedule I), subject to reduction by the number of Shares delivered hereunder by the Buyer on any prior date.
Share Cap. Notwithstanding any other provision of this Confirmation or the Agreement to the contrary, in no event shall Issuer be required to deliver to MSCO in the aggregate a number of Shares that exceeds the Share Cap as of the date of delivery (as specified in Schedule I).
Share Cap. Notwithstanding any other provision of this Confirmation or the Agreement to the contrary, in no event shall Issuer be required to deliver to Dealer in the aggregate a number of Shares that exceeds the Share Cap as of the date of delivery (as specified in Schedule I).
Share Cap. If the Merger would otherwise result in the issuance of Parent Common Stock (including shares that would be deliverable pursuant to converted equity awards pursuant to Section 2.8) in excess of 19.99% of the shares of Parent Common Stock outstanding immediately prior to the Effective Time (the “Share Cap”), (i) (A) the Exchange Ratio shall be reduced by the smallest number (rounded to the nearest 0.0001) that causes the total number of shares of Parent Common Stock issuable in the Merger (including shares that would be deliverable pursuant to converted equity awards pursuant to Section 2.8) to not exceed the Share Cap (the resulting ration, “Exchange Ratio Reduction Number”) and (B) the Cash Consideration shall be increased by an amount in cash equal to (x) the Exchange Ratio Reduction Number multiplied by (y) the Parent Trading Price, and (ii) Parent shall deposit (or cause to be deposited) with the Exchange Agent, by wire transfer of immediately available funds, an amount in cash, in lieu of any shares of Parent Common Stock reduced in accordance with clause (i)(A) of this Section 2.9(c) equal to such amount.
Share Cap. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to issue any shares of Common Stock upon exercise or conversion of this Warrant or otherwise pursuant to the terms of this Warrant if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion of this Warrant or otherwise pursuant to the terms of this Warrant without conflicting with or breaching the Company’s obligations under the rules or regulations of the Nasdaq Stock Market or other securities exchange upon which the Common Stock is listed.
Share Cap. In no event shall Zomedica issue Equity Consideration under this Agreement in excess of 19.9% of its common shares outstanding on the date of this Agreement without shareholder approval in compliance with the NYSE American rules, and in the event such limit is applicable, then in lieu of seeking Zomedica shareholder approval, any Zomedica shares to be issued above this 19.9% threshold would not be issued to Qorvo and Zomedica would pay to Qorvo an amount in cash equal to the value of these shares (and calculated pursuant to the Equity Determination Basis as if such shares had been issued). [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.]
Share Cap. Notwithstanding anything herein to the contrary, the maximum number of shares of Common Stock issued or issuable pursuant to (A) this Warrant, (B) the Warrants issued pursuant to the terms of that certain Exchange Agreement, dated March 28, 2011, by and between the Company and the Initial Investors, and (C) all additional Warrants issued pursuant to the provisions of the 2012 Exchange Agreement may not exceed 28,000,000 shares of Common Stock.
Share Cap. This Warrant is one of a series of Warrants issued by the Company, all dated the date hereof and of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the “Company Warrants” and collectively all of the Registered Holders of such Company Warrants, the “Registered Holders”). The aggregate number of shares of Common Stock issued upon exercise of the Company Warrants at an Exercise Price less than the greater of the book or market value (as determined in accordance with the rules and regulations of the NYSE MKT) of the Common Stock on the Date of Issuance, when added together with the 3,333,333 shares of Common Stock issued by the Company in the transaction pursuant to which this Warrant was first issued on April [__], 2014, may not exceed 19.99% of the Company’s 29,991,283 shares outstanding on April [__], 2014 (the “Share Cap”). No shares of Common Stock issuable upon exercise of the Warrant shall be issuable, to the extent that after giving effect to the exercise, the Company would exceed the Share Cap; provided, however, that so long as additional Company Warrants remain unexercised, the Warrant shall not be exercised to purchase a number of shares of Common Stock in excess of the Warrant’s pro rata share of the Share Cap.
Share Cap. 8.1. In order to issue, in the aggregate, Common Shares pursuant to the Securities Purchase Agreement and the maximum amount of Common Shares upon full conversion of the Series D Preferred Shares pursuant to the Common Share Conversion Option, which aggregate amount would be in excess of the 19.9% Share Cap, the rules of NASDAQ would require that the holders of Common Shares duly approve in advance the issuance of Common Shares in excess of the 19.9% Share Cap.
Share Cap. The Corporation will not seek shareholder approval to allow it to issue Common Stock upon conversion in excess of the limitations set forth in Sections 312.03(c)(1) and (c)(2) of the NYSE Listed Company Manual as a result of events described in Section 14 unless such approval would also allow the Corporation to issue Common Stock upon the occurrence of a Fundamental Change or a Specified Corporate Event.
