VWAP Purchase Share Volume Maximum definition

VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of Ordinary Shares equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT B CLOSING CERTIFICATE August 17, 2022 The undersigned, the [●] of Pagaya Technologies Ltd., a company organized under the laws of Israel (the “Company”), delivers this certificate in connection with the Ordinary Shares Purchase Agreement, dated as of August 17, 2022 (the “Agreement”), by and between the Company and B. Xxxxx Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

More Definitions of VWAP Purchase Share Volume Maximum

VWAP Purchase Share Volume Maximum means, (i) with respect to a VWAP Purchase-Type A made pursuant to Section 3.1, a number of Ordinary Shares equal to the quotient obtained by dividing (a) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase-Type A, by (b) 0.10, and (ii) with respect to a VWAP Purchase-Type B made pursuant to Section 3.1, a number of Ordinary Shares equal to the quotient obtained by dividing (a) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase-Type B, by (b) 0.20.
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT B CLOSING CERTIFICATE EXHIBIT C
VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to:
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT B CLOSING CERTIFICATE EXHIBIT C COMPLIANCE CERTIFICATE C-1 DISCLOSURE SCHEDULE RELATING TO THE COMMON STOCK PURCHASE AGREEMENT, DATED AS OF JULY 20, 2022 BETWEEN CORE SCIENTIFIC, INC. AND X. XXXXX PRINCIPAL CAPITAL II, LLC This disclosure schedule is made and given pursuant to Article V of the Common Stock Purchase Agreement, dated as of July 20, 2022 (the “Agreement”), by and between Core Scientific, Inc., a Delaware corporation (the “Company”), and X. Xxxxx Principal Capital II, LLC, a Delaware limited liability company. Unless the context otherwise requires, all capitalized terms are used herein as defined in the Agreement. The numbers below correspond to the section numbers of representations and warranties in the Agreement most directly modified by the below exceptions.
VWAP Purchase Share Volume Maximum within Annex I to the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the VWAP Purchase Date equal to:
VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of Ordinary Shares equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) (A) 0.30, if the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase is equal to or less than 30.0% of the applicable Purchase Volume Reference Amount for such VWAP Purchase, or (2) 0.50, if the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase is greater than 30% and equal to or less than 50% of the applicable Purchase Volume Reference Amount for such VWAP Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE [TO BE FURNISHED SEPARATELY] EXHIBIT C COMPLIANCE CERTIFICATE [TO BE FURNISHED SEPARATELY] DISCLOSURE SCHEDULE RELATING TO THE ORDINARY SHARES PURCHASE AGREEMENT, DATED AS OF MARCH 22, 2022