Common use of Beneficial Ownership Limitation Clause in Contracts

Beneficial Ownership Limitation. The number of Drawdown Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater on a Closing Date than on the date upon which the Drawdown Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Notice. The Investor, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 13 of the Exchange Act and the regulations promulgated thereunderAct. For purposes of this Section 7.2(g7.2(h), in the event that the amount of Common Stock outstanding is greater or lesser on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The InvestorNotwithstanding the foregoing, upon not less than 61 days’ prior notice to the Company, Investor may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided up to 9.99% at its sole discretion. To the extent that the Beneficial Ownership Limitation in no event exceeds 9.99% of is exceeded, the number of shares of the Common Stock outstanding immediately after giving effect issuable to the issuance of Investor shall be reduced so it does not exceed the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the CompanyBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 13 of the Exchange Act and the regulations promulgated thereunderAct. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater or lesser on a date of a Closing Date (a “Closing Date”) than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The Investor, provided that, the Investor may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion upon not less than 61 days’ sixty-one (61) days prior written notice to the Company, may increase or decrease . To the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided extent that the Beneficial Ownership Limitation in no event exceeds 9.99% of is exceeded, the number of shares of the Common Stock outstanding immediately after giving effect issuable to the issuance of Investor shall be reduced void ab initio so it does not exceed the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the CompanyBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 13 of the Exchange Act and the regulations promulgated thereunderAct. For purposes of this Section 7.2(g), in the event that if the amount of Common Stock outstanding is greater or lesser on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.999.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The Investor, upon not less than 61 days’ prior notice to To the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided extent that the Beneficial Ownership Limitation would be exceeded in no event exceeds 9.99% of connection with a Closing, the number of shares of the Common Stock outstanding immediately after giving effect issuable to the issuance of Investor shall be reduced so it does not exceed the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the CompanyBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Drawdown Notice Put Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder, is greater on a Closing Date than on the date upon which the Drawdown Put Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Notice Closing Date shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior after giving effect to the issuance of shares of Common Stock issuable pursuant to a Drawdown Put Notice. The Investor, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to a Put Notice and the Drawdown Notice SharesBeneficial Ownership Limitation provisions of this Section 7.2(g) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 13 of the Exchange Act and the regulations promulgated thereunderAct. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater or lesser on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.994.9% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The Investor, upon not less than 61 days’ prior notice to To the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided extent that the Beneficial Ownership Limitation in no event exceeds 9.99% of is exceeded, the number of shares of the Common Stock outstanding immediately after giving effect issuable to the issuance of Investor shall be reduced so it does not exceed the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the CompanyBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained in this Agreement, the number of Drawdown Notice Shares Securities then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g)3.5, in the event that the amount of Common Stock outstanding is greater on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The Upon mutual agreement of Company and Investor, expressed in writing upon not less than 61 days’ prior notice to the Companywritten notice, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no event exceeds may be increased to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect prior to the issuance of the Drawdown Notice Sharesshares of Common Stock issuable pursuant to a Purchase Notice. Any such increase or decrease from 4.99% to 9.99% will not be effective until the 61st day after such notice is delivered agreed to by the Companyparties.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 13 of the Exchange Act and the regulations promulgated thereunderAct. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater or lesser on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.999.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The Investor, upon not less than 61 days’ prior notice to To the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided extent that the Beneficial Ownership Limitation in no event exceeds 9.99% of is exceeded, the number of shares of the Common Stock outstanding immediately after giving effect issuable to the issuance of Investor shall be reduced void ab initio so it does not exceed the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the CompanyBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 13 of the Exchange Act and the regulations promulgated thereunderAct. For purposes of this Section 7.2(g7.2(f), in the event that if the amount of Common Stock outstanding is greater or lesser on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.999.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The Investor, upon not less than 61 days’ prior notice to To the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided extent that the Beneficial Ownership Limitation would be exceeded in no event exceeds 9.99% of connection with a Closing, the number of shares of the Common Stock outstanding immediately after giving effect issuable to the issuance of Investor shall be reduced so it does not exceed the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the CompanyBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Drawdown Notice Shares then Notwithstanding anything to be purchased by the Investor shall not exceed contrary contained herein, the number of such shares that, when aggregated with all other shares of Common Stock then owned that may be acquired by the Investor beneficially or Holder upon conversion pursuant to the terms hereof (including conversion of Accreted Amounts into Common Stock hereunder) shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Holder (other than by virtue of the Investorownership of securities or rights to acquire securities (including the Notes) that have limitations on the Holder's right to convert, would result in exercise or purchase similar to the Investor owning more limitation set forth herein), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of the Beneficial Ownership Limitation ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the holder's "affiliates" at such time (as defined below), as determined in accordance with Section 16 Rule 144 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event Securities Act) ("AGGREGATION PARTIES") that the amount of Common Stock outstanding is greater on a Closing Date than on the date upon which the Drawdown Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Notice shall govern would be aggregated for purposes of determining whether a group under Section 13(d) of the Investor, when aggregating all purchases of Common Stock made pursuant to this AgreementExchange Act exists, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99exceed 9.9% of the number of total issued and outstanding shares of the Common Stock outstanding (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately prior upon notice to the issuance of shares of Common Stock issuable pursuant to a Drawdown NoticeCompany. The InvestorHolder may increase its Restricted Ownership Percentage upon, upon at the election of the Holder, not less than 61 days’ ' prior notice to the CompanyCompany in the event of the announcement as pending or planned, may increase or decrease of a Change in Control Transaction, and the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of 3(i) shall continue to apply until such 61st day. The Company's obligation to issue shares of the Common Stock outstanding immediately after giving effect which would exceed such limits referred to in this Section 3(i) shall be suspended to the issuance extent necessary until such time, if any, as shares of the Drawdown Notice Shares. Any Common Stock may be issued in compliance with such increase or decrease will not be effective until the 61st day after such notice is delivered to the Companyrestrictions.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The Upon mutual agreement of Company and Investor, upon not less than 61 days’ prior notice expressed in writing, to the Companybe effective sixty-one (61) days after such mutual agreement, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no event exceeds may be increased to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect prior to the issuance of the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after such notice is delivered shares of Common Stock issuable pursuant to the Companya Purchase Notice.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock ADSs then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 13 of the Exchange Act and the regulations promulgated thereunderAct. For purposes of this Section 7.2(g), in the event that the amount of Common Stock ADSs outstanding is greater or lesser on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock ADSs outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock ADSs made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of the Class A ordinary shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock ADSs issuable pursuant to a Drawdown Purchase Notice. The To the extent that the Beneficial Ownership Limitation is exceeded, the number of ADSs issuable to the Investor shall be reduced so it does not exceed the Beneficial Ownership Limitation. Upon mutual agreement of Company and Investor, expressed in writing upon not less than 61 days’ prior notice to the Companywritten notice, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no event exceeds may be increased to 9.99% of the number of Class A ordinary shares of the Common Stock outstanding immediately after giving effect prior to the issuance of the Drawdown Notice SharesADSs issuable pursuant to a Purchase Notice. Any such increase or decrease from 4.99% to 9.99% will not be effective until the 61st day after such notice is delivered agreed to by the Companyparties.

Beneficial Ownership Limitation. The number of Drawdown Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock Shares then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 13 of the Exchange Act and the regulations promulgated thereunderAct. For purposes of this Section 7.2(g), in the event that the amount of Common Stock Shares outstanding is greater or lesser on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock Shares outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Shares made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company, the Investor shall provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Notice. The Investor, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock Ordinary Shares outstanding immediately after giving effect to the issuance of Shares issuable pursuant to a Purchase Notice. To the Drawdown Notice Sharesextent that the Beneficial Ownership Limitation is exceeded, the number of Shares issuable to the Investor shall be reduced so it does not exceed the Beneficial Ownership Limitation. Upon mutual agreement of the Company and the Investor, expressed in writing upon not less than 61 days’ prior written notice, the Beneficial Ownership Limitation may be increased to 9.99% of the number of Ordinary Shares outstanding immediately prior to the issuance of Shares issuable pursuant to a Purchase Notice. Any such increase or decrease from 4.99% to 9.99% will not be effective until the 61st day after such notice is delivered agreed to by the Companyparties.

Beneficial Ownership Limitation. The number of Drawdown Notice Shares Securities then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater on a Closing Date than on the date upon which the Drawdown Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Purchase Notice. The Upon mutual agreement of Company and Investor, expressed in writing upon not less than 61 days’ prior notice to the Companywritten notice, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no event exceeds may be increased to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect prior to the issuance of the Drawdown Notice Sharesshares of Common Stock issuable pursuant to a Purchase Notice. Any such increase or decrease from 4.99% to 9.99% will not be effective until the 61st day after such notice is delivered agreed to by the Companyparties.