Common use of Compliance with Rules of Principal Market Clause in Contracts

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 7,083,733 (representing 19.99% of the aggregate amount of Common Shares issued and outstanding as of the date of this Agreement, calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market, or (b) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds the lower of (i) the closing price immediately preceding the Effective Date of this Agreement; or (ii) the average closing price for the five Trading Days immediately preceding the Effective Date of this Agreement. In connection with each Advance Notice and subject to compliance with the rules of the Principal Market, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 7,083,733 [4,459,601]1 (representing 19.9919.9% of the aggregate amount of Common Shares that are expected to be issued and outstanding as of the date of this Agreementthe Closing of the Business Combination)2, calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) unless the Company’s stockholders have approved issuances the issuance of Common Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. Notwithstanding the foregoing, or the Exchange Cap shall not be applicable for any purposes under this Agreement and the transactions contemplated hereby, solely to the extent that (band only for so long as) the Average Price of all applicable sales of Common Shares hereunder shall equal or exceed [$]3 per share (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds which represents the lower of (i) the closing price Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the Effective Date of this AgreementDate; or (ii) the average closing price Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date of this AgreementDate). In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice. The Exchange Cap and the per share prices provided in this subsection shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or any similar transaction.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 7,083,733 [4,459,601] (representing 19.9919.9% of the aggregate amount of Common Shares that are expected to be issued and outstanding as of the date of this Agreementthe Closing of the Business Combination), calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) unless the Company’s stockholders have approved issuances the issuance of Common Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. Notwithstanding the foregoing, or the Exchange Cap shall not be applicable for any purposes under this Agreement and the transactions contemplated hereby, solely to the extent that (band only for so long as) the Average Price of all applicable sales of Common Shares hereunder shall equal or exceed [$____]1 per share (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds which represents the lower of (i) the closing price Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the Effective Date of this AgreementDate; or (ii) the average closing price Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date of this AgreementDate). In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice. The Exchange Cap and the per share prices provided in this subsection shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or any similar transaction.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 7,083,733 566,203 (representing 19.9919.9% of the aggregate amount of Common Shares issued and outstanding as of the date of this Agreement), calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market, or (b) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds exceed $1.77 per share (which represents the lower of (i) the closing price Nasdaq Official Closing Price (as reflected on Nxxxxx.xxx) immediately preceding the Effective Date date of this Agreement; or (ii) the average closing price Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date date of this Agreement). In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common subscribe for Ordinary Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale subscription the aggregate number of Common Ordinary Shares issued under this Agreement would exceed 7,083,733 11,972,676 (representing 19.99% of the aggregate amount of Common Ordinary Shares issued and outstanding as in the capital of the Company immediately prior to the date of this Agreement), calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Ordinary Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) the Company’s stockholders shareholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market, (b) the Company has taken all steps necessary to render the Exchange Cap inapplicable in accordance with the rules of the Principal Market, or (bc) the Average Price of all applicable sales of Common subscriptions for Ordinary Shares hereunder (including any sales subscriptions covered by an Advance Notice that has been delivered prior to the determination of whether this clause (bc) applies) equals or exceeds exceed a price per share equal to the lower of (i) the Nasdaq official closing price (as reflected on Xxxxxx.xxx) immediately preceding the Effective Date of this Agreementdate hereof; or (ii) the average Nasdaq official closing price for the five Trading Days immediately preceding the Effective Date of this Agreementdate hereof. In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap Cap, where applicable shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares Stock under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of shares of Common Shares Stock issued under this Agreement would exceed 7,083,733 1,731,129 (representing 19.99% of the aggregate amount number of shares of Common Shares Stock issued and outstanding as of the date Effective Date of this Agreement, calculated in accordance with the rules of the Principal Market), which number shall be reduced, on a share-for-share basis, by the number of shares of Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) unless the Company’s stockholders have approved issuances the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. Notwithstanding the foregoing, or the Exchange Cap shall not be applicable for any purposes under this Agreement and the transactions contemplated hereby, solely to the extent that (band only for so long as) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals shall equal or exceeds exceed the lower of (i) the closing price Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the Effective Date of this Agreementwhich is $10.85; or (ii) the average closing price Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date of this Agreementwhich is $10.86). In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice. The Exchange Cap and the per share prices provided in this subsection shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or any similar transaction.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 7,083,733 (representing 19.99% of the aggregate amount of Common Shares issued and outstanding as of the date of this AgreementEffective Date, calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market, or (b) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds the lower of (i) the closing price Nasdaq Official Closing Price (as reflected on Nxxxxx.xxx) immediately preceding the Effective Date of this AgreementDate; or (ii) the average closing price Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date of this AgreementDate). In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common subscribe for Ordinary Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale subscription the aggregate number of Common Ordinary Shares issued under this Agreement would exceed 7,083,733 466,212,650 (representing 19.99% of the aggregate amount of Common Ordinary Shares issued and outstanding as in the capital of the Company immediately prior to the date of this Agreement), calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Ordinary Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) the Company’s stockholders shareholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market, or (b) the Average Price of all applicable sales of Common subscriptions for Ordinary Shares hereunder (including any sales subscriptions covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds exceed $5.69 per share (which represents the lower of (i) the closing price Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the Effective Date of this AgreementDate; or (ii) the average closing price Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date of this AgreementDate). In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 7,083,733 (representing 19.9919.9% of the aggregate amount of Common Shares issued and outstanding as of the date of this Agreement, calculated in accordance with the rules closing of the Principal Market, Business Combination which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market, or (b) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds exceed the lower of (i) the closing price Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the Effective Date of this AgreementDate; or (ii) the average closing price Nasdaq Official Closing Price for the five (5) Trading Days immediately preceding the Effective Date of this AgreementDate. In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice.

Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 7,083,733 4,334,789 (representing 19.99% of the aggregate amount of Common Shares issued and outstanding as of the date of this Agreement), calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market, or (b) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds exceed the lower of (i) the closing price Nasdaq Official Closing Price (as reflected on Nxxxxx.xxx) immediately preceding the Effective Date execution of this Agreement; or (ii) the average closing price Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date of this AgreementDate). In connection with each Advance Notice and subject to compliance with the rules of the Principal MarketNotice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice. The Exchange Cap and the per share prices provided in this subsection shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or any similar transaction.

Compliance with Rules of Principal Market. Notwithstanding anything Buyer shall not issue or sell any shares of BFI Common Stock pursuant to this Agreement, and Seller shall not purchase or acquire any shares of BFI Common Stock pursuant to this Agreement, to the contrary hereinextent that after giving effect thereto, the Company shall not effect any sales under aggregate number of shares of BFI Common Stock that would be issued pursuant to this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement transactions contemplated hereby, including with respect to the extent (but only to the extent) BFI Common Stock that after giving effect to such purchase and sale the aggregate number of Common Shares would be issued under this Agreement the Rollover Options on an as-converted or exercised basis, would exceed 7,083,733 3,578,693 (representing 19.99% of the aggregate amount shares of BFI Common Shares Stock issued and outstanding as of immediately prior to the date execution of this Agreement, calculated in accordance with the rules of the Principal Market), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of BFI Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Nasdaq Stock Market LLC (“Nasdaq”) and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (such maximum number of shares, the “Exchange Cap”) provided that). For the avoidance of any doubt, in the Exchange Cap will not apply if (a) event the Company’s stockholders have approved issuances issuance of any BFI Common Stock pursuant to this Agreement would otherwise result in the number of shares of BFI Common Stock being in excess of the Exchange Cap Cap, Buyer shall not issue such excess shares in accordance with the rules form of the Principal Market, or BFI Common Stock and shall instead issue to Seller additional shares of BFI Series A Preferred Stock (bvalued at a price per share of $25.00) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds the lower of (i) the closing price immediately preceding the Effective Date of this Agreement; or (ii) the average closing price for the five Trading Days immediately preceding the Effective Date of this Agreement. In connection with each Advance Notice and subject to compliance with the rules of the Principal Market, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by in an amount equal to the aggregate value of such withdrawn portion in respect excess shares of each Advance NoticeBFI Common Stock (valued at the Per Common Share Amount).