VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
VWAP Purchase Share Volume Maximum means a number of shares of Common Shares traded on the U.S. Exchange during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 2.2, a number of shares of Common Stock equal to (i) the number of Shares specified by the Company in the applicable VWAP Purchase Notice as the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
More Definitions of VWAP Purchase Share Volume Maximum
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) 0.20 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).”
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase, by (ii) the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE [ ], 2023 The undersigned, the [ ] of Bed Bath & Beyond, a New York corporation (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of March 30, 2023 (the “Agreement”), by and between the Company and X. Xxxxx Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):
VWAP Purchase Share Volume Maximum means, with respect to an VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE April 4, 2022 The undersigned, the Chairman and Chief Executive Officer of Knightscope, Inc., a Delaware corporation (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of April 4, 2022 (the “Agreement”), by and between the Company and B. Xxxxx Principal Capital, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):
VWAP Purchase Share Volume Maximum means, (i) with respect to a VWAP Purchase-Type A made pursuant to Section 3.1, a number of Ordinary Shares equal to the quotient obtained by dividing (a) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase-Type A, by (b) 0.10, and (ii) with respect to a VWAP Purchase-Type B made pursuant to Section 3.1, a number of Ordinary Shares equal to the quotient obtained by dividing (a) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase-Type B, by (b) 0.20.
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase, by (ii) the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE [●], 2024 [***] EXHIBIT C COMPLIANCE CERTIFICATE [***] DISCLOSURE SCHEDULE RELATING TO THE COMMON STOCK PURCHASE AGREEMENT, DATED AS OF April 16, 2024 BETWEEN MULTISENSOR AI HOLDINGS, INC. AND B. XXXXX PRINCIPAL CAPITAL II, LLC [***]
VWAP Purchase Share Volume Maximum means, (i) with respect to a VWAP Purchase-Type A made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (a) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase-Type A, by (b) 0.10, and (ii) with respect to a VWAP Purchase-Type B made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (a) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase-Type B, by (b) 0.20 (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [SEE ATTACHED] EXHIBIT B CLOSING CERTIFICATE [●], 2022 The undersigned, the [●] of Beam Global, a Nevada corporation (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of September 2, 2022 (the “Agreement”), by and between the Company and X. Xxxxx Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies solely in his capacity as an executive officer of the Company on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE [•], 2022 The undersigned, the Secretary of Astra Space, Inc., a Delaware corporation (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of August 2, 2022 (the “Agreement”), by and between the Company and X. Xxxxx Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies on the date hereof, solely in her capacity as an executive officer of the Company that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):