Common use of Share Limitations Clause in Contracts

Share Limitations. Notwithstanding the provisions set forth in Section 3, Section 6, or anywhere else in this Note, (i) no shares of Common Stock will be issued under this Note unless and until the Company shall have submitted a Supplemental Listing Application to the NYSE covering all the shares of Common Stock issuable pursuant to this Note (the “Listing Application”) and NYSE shall have completed its review of, and approved, such Listing Application, (ii) no shares of Common Stock will be issued under this Note to the extent such issuance would constitute a “change of control” under the NYSE’s listing rules (the “Change of Control Limitation”) or would be in excess of the number of shares of Common Stock authorized and available for issuance under the Maker’s certificate of incorporation, as amended (the “Charter Limitation”), and (iii) the total number of shares of Common Stock that may be issued under this Note, when combined with any other shares of Common Stock which may be aggregated with such issuances under applicable NYSE rules for this purpose, will not exceed the number permitted under such applicable NYSE rules (the “Exchange Cap”), unless stockholder approval is obtained in order to comply with, satisfy or remove, as applicable, the Change of Control Limitation, the Charter Limitation, or the Exchange Cap, as applicable. In the event that the Company is unable to issue shares of Common Stock as a result of the NYSE not approving the Listing Application, the Change of Control Limitation, a Charter Limitation, or the Exchange Cap, the Company will instead settle the conversion or payment due at Maturity in cash (but only to the extent necessary to not trigger a Change of Control Limitation, a Charter Limitation, or the Exchange Cap, as applicable). To the extent shares of Common Stock are to be issued pursuant to this Note and other Notes simultaneously and the Company is unable to issue shares of Common Stock as a result of the Change of Control Limitation, a Charter Limitation, or the Exchange Cap and must instead settle the conversion or payment partially in cash, the allocation of Common Stock and cash to be issued or paid shall be pro rata among the Payee and the holders of such other Notes.

Share Limitations. Notwithstanding the provisions set forth in Section 3, Section 6, 6 or anywhere else in this Note, (i) no shares of Class A Common Stock will be issued under this Note unless and until the Company shall have submitted a Supplemental Listing Application of Additional Shares to the NYSE NASDAQ covering all the shares of Class A Common Stock issuable pursuant to this Note (the “Listing Application”) and NYSE NASDAQ shall have completed its review of, and approved, such Listing Applicationlisting application, (ii) no shares of Class A Common Stock will be issued under this Note to the extent such issuance would constitute a “change of control” under the NYSENasdaq’s listing rules (the “Change of Control Limitation”) or would be in excess of the number of shares of Class A Common Stock authorized and available for issuance under the MakerCompany’s certificate of incorporation, as amended charter (the “Charter Limitation”), and (iii) the total number of shares of Class A Common Stock that may be issued under this Notethe Equity Linked Notes at a price per share which is less than the Conversion Price, when combined with any other shares of Class A Common Stock which may be aggregated with such issuances under applicable NYSE NASDAQ rules for this purpose, will not exceed the number permitted under such applicable NYSE NASDAQ rules (the “Exchange Cap”), unless stockholder approval is obtained in order to comply with, satisfy or remove, as applicable, the Change of Control Limitation, the Charter Limitation, or the Exchange Cap, as applicable. The Exchange Cap will not apply to any issuance of shares of Class A Common Stock under this Note if the number of shares to be issued is calculated based on a value per share of Class A Common Stock that is equal to or greater than the Conversion Price. In the event that the Company is unable to issue shares of Class A Common Stock as a result of the NYSE NASDAQ not approving the Listing Application, the Change of Control Limitation, a Charter Limitation, Limitation or the Exchange Cap, the Company will instead settle the conversion or payment due at Maturity in cash (but only to the extent necessary to not trigger a Change of Control Limitation, a Charter Limitation, Limitation or the Exchange Cap, as applicable). To the extent shares of Class A Common Stock are to be issued pursuant to this Note and other Equity Linked Notes simultaneously and the Company is unable to issue shares of Class A Common Stock as a result of the Change of Control Limitation, a Charter Limitation, Limitation or the Exchange Cap and must instead settle the conversion or payment partially in cash, the allocation of Class A Common Stock and cash to be issued or paid shall be pro rata among the Payee and the holders of such other Equity Linked Notes.

Share Limitations. Notwithstanding the provisions set forth in Section 3, Section 6, or anywhere else in this Note, (i) no shares of Common Stock will be issued under this Note unless and until the [The Company shall not effect any exercise of this Warrant, and the holder hereof shall not have submitted a Supplemental Listing Application the right to the NYSE covering all the shares exercise any portion of Common Stock issuable this Warrant, pursuant to this Note (the “Listing Application”) and NYSE shall have completed its review ofError! Reference source not found. or otherwise, and approved, such Listing Application, (ii) no shares of Common Stock will be issued under this Note to the extent that after giving effect to such issuance after exercise, the holder hereof (together with the holder hereof’s Affiliates, and any other Persons acting as a group together with the holder hereof or any of the holder hereof’s Affiliates), would constitute a “change of control” under the NYSE’s listing rules (the “Change of Control Limitation”) or would be beneficially own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock authorized beneficially owned by the holder hereof and available its Affiliates shall include the number of Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Shares of which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the holder hereof or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder hereof or any of its Affiliates. Except as set forth in the preceding sentence, for issuance under purposes of this Section 10, beneficial ownership shall be calculated in accordance with Section 13(d) of the MakerExchange Act, it being acknowledged by the holder hereof that the Company is not representing to the holder hereof that such calculation is in compliance with Section 13(d) of the Exchange Act and the holder hereof is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 10 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the holder hereof together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the holder hereof, and the exercise by holder hereof shall be deemed to be the holder hereof’s certificate determination of incorporationwhether this Warrant is exercisable (in relation to other securities owned by the holder hereof together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 10, in determining the number of outstanding shares of Common Stock, holder hereof may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as amended the case may be, (B) a more recent public announcement by the “Charter Limitation”), and Company or (iiiC) a more recent written notice by the total Company or its transfer agent setting forth the number of shares of Common Stock that may be issued under this Noteoutstanding. Upon the written or oral request of the holder hereof, when combined with any other the Company shall within two (2) Trading Days confirm orally and in writing to the holder hereof the number of shares of Common Stock which may be aggregated with such issuances under applicable NYSE rules for this purposethen outstanding. In any case, will not exceed the number permitted under such applicable NYSE rules (the “Exchange Cap”), unless stockholder approval is obtained in order to comply with, satisfy or remove, as applicable, the Change of Control Limitation, the Charter Limitation, or the Exchange Cap, as applicable. In the event that the Company is unable to issue outstanding shares of Common Stock as a result of the NYSE not approving the Listing Application, the Change of Control Limitation, a Charter Limitation, or the Exchange Cap, the Company will instead settle shall be determined after giving effect to the conversion or payment due at Maturity in cash (but only to exercise of securities of the extent necessary to not trigger a Change Company, including this Warrant, by the holder hereof or its Affiliates since the date as of Control Limitation, a Charter Limitation, or the Exchange Cap, as applicable). To the extent which such number of outstanding shares of Common Stock are to be issued pursuant to this Note and other Notes simultaneously and the Company is unable to issue shares of Common Stock as a result of the Change of Control Limitation, a Charter Limitation, or the Exchange Cap and must instead settle the conversion or payment partially in cash, the allocation of Common Stock and cash to be issued or paid shall be pro rata among the Payee and the holders of such other Noteswas reported.]