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 official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxx) on the date of this Agreement and (ii) the average 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 date of this Agreement.

At-Market Transaction. Notwithstanding Section 3.4(a3.3(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(a3.4(i) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the official closing price of the Company’s Common Stock on the Trading Principal Market (as reflected on Xxxxxx.xxx) on the date of this Agreement and (ii) the average official closing price of the Company’s Common Stock on the Trading Principal Market (as reflected on Xxxxxx.xxx) for the five (5) consecutive Trading Days ending on 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 official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) on the date of this Agreement and (ii) the average official closing price of the Common Stock on the Trading Market (as reflected on Xxxxxx.xxxNxxxxx.xxx) for the five (5) consecutive Trading Days trading days ending on the date of this Agreement.