Common use of Beneficial Ownership Limitation Clause in Contracts

Beneficial Ownership Limitation. The number of 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 Maximum Percentage, as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number of shares of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage 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 Maximum Percentage, 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. To the extent that the Maximum Percentage is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum Percentage.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in if the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial 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 9.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage 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 Maximum PercentageBeneficial 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 4.9% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in if the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In The “Beneficial Ownership Limitation” shall be 19.99% of the event number of shares of the Investor claims that compliance with Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice would result in the Investor owning more than the Maximum Percentage, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially ownedNotice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation, unless waived by the Investor.

Beneficial Ownership Limitation. The number of 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 Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number amount of shares of Common Stock Ordinary Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Ordinary Shares outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Ordinary Shares made pursuant to this Agreement, would own more than the Maximum Percentage 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 Maximum PercentageBeneficial 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 Ordinary Shares outstanding immediately prior to the issuance of Ordinary Shares issuable pursuant to a Purchase Notice, provided that, the Investor may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion upon sixty-one (61) days prior written notice to the Company. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock Ordinary Shares issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase Notice Shares and/or Backstop 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in if the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In The “Beneficial Ownership Limitation” shall be 9.99% of the event number of shares of the Investor claims that compliance with Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice would result in the Investor owning more than the Maximum Percentage, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially ownedNotice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation, unless waived by the Investor.

Beneficial Ownership Limitation. The number of 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 Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g7.2(h), in the event that the number amount of shares of Common Stock Ordinary Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Ordinary Shares outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Ordinary Shares made pursuant to this Agreement, would own more than the Maximum Percentage 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 Maximum PercentageBeneficial 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 Ordinary Shares outstanding immediately prior to the issuance of Ordinary Shares issuable pursuant to a Purchase Notice. Notwithstanding the foregoing, the Investor may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock Ordinary Shares issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase Notice Shares Securities then to be purchased acquired by the Investor shall not exceed the number of such shares ADSs that, when aggregated with all other shares of Common Stock ADSs and Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned (as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number amount of shares of Common Stock Ordinary Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon on which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Ordinary Shares outstanding on such date of the issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Purchase Agreement Securities made pursuant to this Agreement, would beneficially own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation, upon request of the Company Company, the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed ADSs and Ordinary Shares beneficially owned. To the extent that the Maximum Percentage is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum Percentage.The

Beneficial Ownership Limitation. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other ordinary shares of Common Stock or ADSs then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number amount of shares of Common Stock ADSs outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock ADSs outstanding on such issuance of a 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 Maximum Percentage 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 Maximum PercentageBeneficial 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 total issued and outstanding ordinary shares of the Company immediately prior to the issuance of ADSs issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock ADSs issuable pursuant to the relevant Purchase Notice to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 16 of the Exchange ActAct and the regulations promulgated thereunder. For purposes of this Section 7.2(g7.2(f), in the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In The “Beneficial Ownership Limitation” shall be 4.99% of the event number of shares of the Investor claims that compliance with Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice would result in the Investor owning more than the Maximum Percentage, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially ownedNotice. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g7.2(h), in the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage 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 Maximum PercentageBeneficial 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 Purchase Notice. Notwithstanding the foregoing, the Investor may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number On each Closing Date (i) the ------------------------------- additional shares of Purchase Notice Shares Common Stock then to be purchased by the Investor shall not exceed the number of such shares thatwhich, when aggregated with all other shares of Common Stock then owned by the Investor pursuant to this Agreement and with the shares of Common Stock beneficially or deemed beneficially owned by the InvestorInvestor pursuant to this Agreement, the Warrant and the Additional Warrant (if then issued and outstanding) ("Warrant Shares") theretofore issued to the Investor pursuant to Section 2.7, would result in the Investor or any affiliate of the Investor beneficially owning more than the Maximum Percentage4.9% of all of such Common Stock as would be outstanding on such Closing Date, as determined in accordance with Section 13 13(d) of the Exchange ActAct and (ii) the Investor shall have received and been reasonably satisfied with such other certificates and documents as shall have been reasonably requested by the Investor in order for the Investor to confirm the Company's satisfaction of the conditions set forth in this Section 3.2. For purposes of clause (i) of this Section 7.2(g3.2(1), in the event that the number of shares amount of Common Stock outstanding as determined in accordance with Section 13(d) of the Exchange Act and the regulations promulgated thereunder is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Optional Purchase Notice, Mandatory Purchase Notice, the Additional Purchase Notice or Investor Incremental Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Purchase Notice Closing Date shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this AgreementAgreement and, if any, Warrant Shares, would own more than 4.9% of the Maximum Percentage Common Stock 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 Maximum Percentage, 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. To the extent that the Maximum Percentage is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum Percentage.

Beneficial Ownership Limitation. The number of Purchase 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 Securities then owned by the Investor beneficially or deemed beneficially owned (as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number amount of shares of Common Stock Securities outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon on which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Securities outstanding on such date of issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Securities made pursuant to this Agreement, would beneficially own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation, upon request of the Company Company, the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed Securities beneficially owned. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Securities outstanding immediately prior to the issuance of Securities issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock Securities issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g7.2(f), in if the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial 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 9.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number of shares of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage 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 Maximum PercentageBeneficial 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 9.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase Notice Shares then Securities to be purchased by the Investor at any time under this Agreement shall not exceed the number of such shares Common Shares that, when aggregated with all other shares of Common Stock Shares then owned by the Investor beneficially or deemed beneficially owned (as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number of shares amount of Common Stock Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon on which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Shares outstanding on such issuance of a Purchase Notice Closing Date shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Shares made pursuant to this Agreement, would beneficially own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation, upon request of the Company Company, the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed Common Shares beneficially owned. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Common Shares outstanding immediately prior to the issuance of Common Shares issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock Securities issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase 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 Securities then owned by the Investor beneficially or deemed beneficially owned (as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number amount of shares of Common Stock Securities outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon on which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Securities outstanding on such date of issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Securities made pursuant to this Agreement, would beneficially own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation, upon request of the Company Company, the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed Securities beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Securities outstanding immediately prior to the issuance of Securities issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock Securities issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase Notice Shares Securities then to be purchased acquired by the Investor shall not exceed the number of such shares ADSs that, when aggregated with all other shares of Common Stock ADSs and Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned (as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number amount of shares of Common Stock Ordinary Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon on which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Ordinary Shares outstanding on such date of the issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Purchase Agreement Securities made pursuant to this Agreement, would beneficially own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation, upon request of the Company Company, the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed ADSs and Ordinary Shares beneficially owned. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately prior to the issuance of Purchase Notice Securities issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock Purchase Notice Securities issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase Notice Shares then to be purchased subscribed 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number amount of shares of Common Stock Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Shares outstanding on such issuance of a 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 Maximum Percentage 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 Maximum PercentageBeneficial 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. To the extent that the Maximum Percentage is exceeded, The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of Common Stock issuable the Ordinary Shares outstanding immediately prior to the Investor shall be reduced void ab initio so it does not exceed the Maximum Percentage.issuance of Shares issuable pursuant to a Purchase Notice..

Beneficial Ownership Limitation. The number of Purchase 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 Securities then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number amount of shares of Common Stock Securities outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Securities outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Securities made pursuant to this Agreement, would own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial 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 9.99% of the number of Securities outstanding immediately prior to the issuance of Securities issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock Securities issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase Notice Shares Securities then to be purchased acquired by the Investor shall not exceed the number of such shares Ordinary Shares that, when aggregated with all other shares of Common Stock Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned (as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number amount of shares of Common Stock Ordinary Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon on which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Ordinary Shares outstanding on such date of the issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Purchase Agreement Securities made pursuant to this Agreement, would beneficially own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation, upon request of the Company Company, the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed Ordinary Shares beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately prior to the issuance of Purchase Notice Securities issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock Purchase Notice Securities issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage 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 Maximum PercentageBeneficial 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 9.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number On each Closing Date (i) the additional shares of Purchase Notice Shares Common Stock then to be purchased by the Investor shall not exceed the number of such shares thatwhich, when aggregated with all other shares of Common Stock then owned by the Investor pursuant to this Agreement and with the shares of Common Stock beneficially or deemed beneficially owned by the InvestorInvestor pursuant to this Agreement, the Warrant and the Additional Warrant (if then issued and outstanding) ("Warrant Shares") theretofore issued to the Investor pursuant to Section 2.7, would result in the Investor or any affiliate of the Investor beneficially owning more than the Maximum Percentage4.9% of all of such Common Stock as would be outstanding on such Closing Date, as determined in accordance with Section 13 13(d) of the Exchange ActAct and (ii) the Investor shall have received and been reasonably satisfied with such other certificates and documents as shall have been reasonably requested by the Investor in order for the Investor to confirm the Company's satisfaction of the conditions set forth in this Section 3.2. For purposes of clause (i) of this Section 7.2(g3.2(l), in the event that the number of shares amount of Common Stock outstanding as determined in accordance with Section 13(d) of the Exchange Act and the regulations promulgated thereunder is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Optional Purchase Notice, Mandatory Purchase Notice, the Additional Purchase Notice or Investor Incremental Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Purchase Notice Closing Date shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this AgreementAgreement and, if any, Warrant Shares, would own more than 4.9% of the Maximum Percentage Common Stock 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 Maximum Percentage, 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. To the extent that the Maximum Percentage is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum Percentage.

Beneficial Ownership Limitation. The number of 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 Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number of shares of Common Stock Ordinary Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Ordinary Shares outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Ordinary Shares made pursuant to this Agreement, would own more than the Maximum Percentage 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 Maximum PercentageBeneficial 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 9.99% of the number of shares of the Ordinary Shares outstanding immediately prior to the issuance of Ordinary Shares issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock Ordinary Shares issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number amount of shares of Common Stock Ordinary Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Ordinary Shares outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Ordinary Shares made pursuant to this Agreement, would own more than the Maximum Percentage 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 Maximum PercentageBeneficial 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 4.9% of the number of shares of the Ordinary Shares outstanding immediately prior to the issuance of shares of Ordinary Shares issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock Ordinary Shares issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in if the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a the Closing (a “Closing Date”) Date than on the date upon which the Purchase Notice associated with such the Closing Date is given, the amount of Common Stock outstanding on such issuance of a 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 Maximum Percentage Beneficial Ownership Limitation following a purchase on any such the Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial 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 19.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with the Closing, the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase 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 Securities then owned by the Investor beneficially or deemed beneficially owned (as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number amount of shares of Common Stock Securities outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon on which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock Securities outstanding on such date of issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Securities made pursuant to this Agreement, would beneficially own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation, upon request of the Company Company, the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed Securities beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Securities outstanding immediately prior to the issuance of Securities issuable pursuant to a Purchase Notice, provided that, the Investor may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion upon sixty-one (61) days prior written notice to the Company. To the extent that the Maximum Percentage is exceededBeneficial Ownership Limitation would be exceeded in connection with a Closing, the number of shares of Common Stock Securities issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of 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 Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the number of shares of Common Stock Ordinary Shares outstanding is greater or lesser different on a date of a Closing (a “Closing Date”) than on Date from the date upon which the Purchase Notice associated with such Closing Date is given, then the amount of Common Stock Ordinary Shares outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Ordinary Shares made pursuant to this Agreement, would own more than the Maximum Percentage 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 Maximum PercentageBeneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares Ordinary Shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately prior to the issuance of Ordinary Shares issuable pursuant to a Purchase Notice, unless waived by the Investor. To the extent that the Maximum Percentage Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock Ordinary Shares issuable to the Investor shall be reduced void ab initio so such that it does not exceed the Maximum PercentageBeneficial Ownership Limitation.

Beneficial Ownership Limitation. The number of Purchase Notice Shares Securities then to be purchased acquired by the Investor shall not exceed the number of such shares Common Stock that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned (as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Maximum PercentageBeneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g8.2(f), in if the event that the number of shares amount of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) Date than on the date upon on which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such date of the issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock Purchase Agreement Securities made pursuant to this Agreement, would beneficially own more than the Maximum Percentage Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event If the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Maximum PercentageBeneficial Ownership Limitation, upon request of the Company Company, the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially or deemed Common Stock beneficially owned. To the extent that the Maximum Percentage is exceeded, The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately prior to the issuance of Purchase Notice Securities issuable pursuant to a Purchase Notice. To the extent that the Beneficial Ownership Limitation would be exceeded in connection with a Closing, the number of Purchase Notice Securities issuable to the Investor shall be reduced void ab initio so it does not exceed the Maximum PercentageBeneficial Ownership Limitation.