Common use of of Form S-3 Clause in Contracts

of Form S-3. The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405 under the Securities Act) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under the Securities Act, those that, directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The Nasdaq Stock Market LLC (“Nasdaq”) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

of Form S-3. The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405 under of the Securities ActAct Regulations) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under of the Securities ActAct Regulations, those thatthat directly, directly or indirectly through one or more intermediaries, control control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The Nasdaq Stock Market LLC the Exchange (“Nasdaq”as defined below) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under of the Securities ActAct Regulations) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

of Form S-3. The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405 under the Securities Act405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144 under the Securities Act144, those thatthat directly, directly or indirectly through one or more intermediaries, control control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 62.2 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The Nasdaq Stock Market Market, LLC (“Nasdaq”) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

of Form S-3. The aggregate market value of the outstanding voting and non-voting nonvoting common equity (as defined in Rule 405 under the Securities Act) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under the Securities Act, those that, directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The Nasdaq Stock Market LLC (“Nasdaq”) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

of Form S-3. The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405 under of the Securities ActAct Regulations) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under of the Securities ActAct Regulations, those thatthat directly, directly or indirectly through one or more intermediaries, control control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 16.9 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The Nasdaq Stock Market LLC the Exchange (“Nasdaq”as defined below) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under of the Securities ActAct Regulations) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

of Form S-3. The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405 under the Securities Act) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under the Securities Act, those that, directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The Nasdaq Stock Capital Market LLC (“Nasdaq”) within 60 days of the date of this Agreement the Registration Statement was declared effective times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

of Form S-3. The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405 under of the Securities ActAct Regulations) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under of the Securities ActAct Regulations, those thatthat directly, directly or indirectly through one or more intermediaries, control control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 12 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The Nasdaq Stock Market LLC the Exchange (“Nasdaq”as defined below) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under of the Securities ActAct Regulations) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

of Form S-3. The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405 under of the Securities ActAct Regulations) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under of the Securities ActAct Regulations, those thatthat directly, directly or indirectly through one or more intermediaries, control control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 60.6 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The Nasdaq Stock Market LLC (“Nasdaq”) the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under of the Securities ActAct Regulations) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

of Form S-3. The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405 under the Securities Act405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144 under the Securities Act144, those thatthat directly, directly or indirectly through one or more intermediaries, control control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on The the Nasdaq Stock Capital Market LLC (the “Nasdaq”) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.