Nasdaq Rule 5635 Clause Samples

Nasdaq Rule 5635. If the approval of the Company’s stockholders (the “Stockholder Rule 5635 Approval”) is required pursuant to Nasdaq Rule 5635 (or any other applicable Nasdaq Rules or any successor rule) (the

Nasdaq Rule 5635. If the approval of the Company’s stockholders (the “Stockholder Rule 5635 Approval”) is required pursuant to Nasdaq Rule 5635 (or any other applicable Nasdaq Rules or any successor rule) (the “Nasdaq 20% Rule”) for the issuance of any Warrants pursuant to this Agreement (without giving effect to the limitations described below in clause (ii)): (i) the Company agrees to use its commercially reasonable efforts to obtain the Stockholder Rule 5635 Approval as soon as reasonably practicable following the Closing, and (ii) until Stockholder Rule 5635 Approval is obtained, in no event shall the Company issue Warrants pursuant to this Agreement that are exercisable into a number of shares of Common Stock exceeding the maximum number of shares of Common Stock (the “Cap Amount”) that the Company can, without Stockholder Rule 5635 Approval, issue in compliance with the Nasdaq 20% Rule. If the issuance of any Warrants pursuant to this Agreement after the Closing Date would cause the aggregate amount of Warrants issued under this Agreement to exceed the Cap Amount, such Warrants that may be issued without exceeding the Cap Amount shall be issued first to Ares until all Warrants issuable to Ares have been issued, and then the remainder shall be issued to Oaktree.

Nasdaq Rule 5635. (A) Notwithstanding anything to the contrary in this Certificate of Designations, unless and until the Requisite Stockholder Approval is obtained, no shares of Class A Common Stock will be issued or delivered upon any proposed conversion of any Class A Preferred Stock of any Holder, and no Class A Preferred Stock of any Holder will be convertible, in each case, to the extent, and only to the extent, that (x) such issuance, delivery, or conversion would result in the aggregate number of shares of Class A Common Stock issuable or deliverable upon conversion of any Class A Preferred Stock together with any shares of Common Stock held by the Holder on the date of such issuance, delivery or conversion (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock) being in excess of nineteen point nine percent (19.9%) of the shares of Class A Common Stock issued and outstanding as of the date of such issuance, delivery or conversion (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock) and (y) the resulting aggregate number of shares of Class A Common Stock issuable or deliverable upon such conversion of any Class A Preferred Stock together with any shares of Common Stock held by the Holder on the date of such issuance, delivery or conversion (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to the Common Stock) is the largest ownership position of any stockholder of the Company as of such date (the restriction set forth in this sentence, the “Issuance Limitation”). For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. The Company is not required to obtain, or to try to obtain, the Requisite Stockholder Approval. (B) Any purported conversion (and delivery of shares of Class A Common Stock upon conversion of the Class A Preferred Stock) will be void and have no effect to the extent, but only to the extent, that such conversion and delivery would result in the issuance of Class A Common Stock in excess of the Issuance Limitation. For the avoidance of doubt, a Holder may effect an Optional Conversion of a portion of such Holder’s convertible Preferred Stock up to the Issuance Limitation, in each case subject to the other requirements of this Certificate of Designations applica...