Common use of At-Market Transaction Clause in Contracts

At-Market Transaction. Notwithstanding Section 3.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a2(g)(i) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a2(g)(i) is obtained). The parties acknowledge and agree that the Minimum Signing Market Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading The Nasdaq Capital Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading The Nasdaq Capital Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days trading days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a3.3(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a3.3(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to preceding the date of this the Prior Purchase Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to preceding the date of this the Prior Purchase Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a2.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a2.4(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a2.3(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a2.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a3.3(a) above, the Exchange Cap shall not be applicable for any purposes purpose of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Principal Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Principal Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this AgreementAgreement (“Minimum Price”).

At-Market Transaction. Notwithstanding Section 3.4(a2.5(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a2.5(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a3.3(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) on the Trading Day immediately prior to preceding the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to preceding the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.. ​

At-Market Transaction. Notwithstanding Section 3.4(a3.5(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.5(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a2(e)(i) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a2(e)(i) is obtained). The parties acknowledge and agree that the Minimum Signing Market Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading The Nasdaq Capital Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading The Nasdaq Capital Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days trading days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a2(e)(i) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Signing Market Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a2(e)(i) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Signing Market Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading The Nasdaq Capital Market (as reflected on Xxxxxx.xxx) on the Trading Day trading day immediately prior to preceding the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading The Nasdaq Capital Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days trading days ending on the Trading Day immediately prior to preceding the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a3.3(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq New York Stock Exchange (the “NYSE”) official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxXXXX.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq NYSE official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxXXXX.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a2.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a2.4(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a3.3(a) above, the Exchange Cap shall not be applicable for any purposes purpose of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a3.3(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price Price3 hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on [the Trading Day immediately prior to to]4 the date of this Agreement Closing Date and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on [the Trading Day immediately prior to to]5 the date of this AgreementClosing Date.

At-Market Transaction. Notwithstanding Section 3.4(a2.3(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a2.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and or (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction that occurs on or after the date of this Agreement).

At-Market Transaction. Notwithstanding Section 3.4(a3.3(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day trading day immediately prior to preceding the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days trading days ending on the Trading Day immediately prior to preceding the date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement preceding Closing and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior date of Closing (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).

At-Market Transaction. Notwithstanding Section 3.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of this Agreement.