Limitation on Number of Shares Issuable. Notwithstanding anything contained herein to the contrary, the rights represented by this Warrant shall not be exercisable by the Holder, in whole or in part, and the Corporation shall not give effect to any such exercise, if, after giving effect to such exercise, the Holder, together with any person or company acting jointly or in concert with the Holder (the “Joint Actors”) would in the aggregate beneficially own or exercise control or direction over that number of voting securities of the Corporation which is 19.99% or greater of the total issued and outstanding voting securities of the Corporation. For greater certainty, the rights represented by this Warrant shall not be exercisable by the Holder, in whole or in part, and the Corporation shall not give effect to any such exercise, if, after giving effect to such exercise, the Holder, together with its Joint Actors, would be deemed to hold a number of voting securities sufficient to materially affect the control of the Corporation.
Limitation on Number of Shares Issuable. Notwithstanding anything contained herein to the contrary, the rights represented by this Warrant shall not be exercisable by the Holder and the Corporation shall not give effect to any such exercise, if and solely to the extent that after giving effect to such exercise, the Holder, together with any person or company acting jointly or in concert with the Holder with respect to the voting of voting securities of the Corporation (the "JOINT ACTORS") would in the aggregate directly or indirectly own or exercise control or direction over the voting of that number of voting securities of the Corporation (not including shares subject to a warrant as to which no notice of exercise and corresponding payment has been delivered) that is 19.99% or greater of the total issued and outstanding voting securities of the Corporation after giving effect to such exercise.
Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, unless the requisite stockholder vote has been obtained, the Company shall not be required to issue to the Holder, upon conversion of the Notes or exercise of the Warrants, in excess of, as of Closing Date, 19.9999% of the issued and outstanding shares of Common Stock multiplied by a fraction, the numerator of which is the original principal amount of this Note and the denominator of which is the aggregate original principal amount of all the Notes at a price below the market price of the Common Stock on such date (the "MAXIMUM AGGREGATE SHARE AMOUNT"), unless the Company first obtains stockholder approval permitting such issuances in accordance with Nasdaq rules. If the number of shares of Common Stock which would, notwithstanding the limitation set forth herein, be issuable and sold to the Holder equals or exceeds the Maximum Aggregate Share Amount, then, at any time thereafter, from time to time, at the sole election of the Holder, in whole or in part, the Company shall honor the conversion of this Note by the Holder at the lowest possible conversion price (but not lower than the Conversion Rate) which would permit such conversion without violating Nasdaq Rule 4350(i).
Limitation on Number of Shares Issuable. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant, for a number of Shares in excess of that number of Shares that when aggregated with all shares of Common Stock beneficially owned by the Holder and its affiliates and any other persons whose beneficial ownership of Common Stock is aggregated with the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any other securities issued by the Company to the Holder pursuant the Funding Agreement, including warrants and Common Stock issued thereunder, would result in a “change of control” within the meaning of Rule 5635 of the listing rules of the Nasdaq Stock Market.
Limitation on Number of Shares Issuable. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant (i) for a number of Shares in excess of that number of Shares that when aggregated with all shares of Common Stock beneficially owned by the Holder and its affiliates and any other persons whose beneficial ownership of Common Stock is aggregated with the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any other securities issued by the Company to the Holder pursuant the Funding Agreement, including warrants and Common Stock issued thereunder, would result in a “change of control” within the meaning of Rule 5635 of the listing rules of the Nasdaq Stock Market or (ii) if the exercise price is less than $1.076 per share (as adjusted for any stock splits, reverse splits, recapitalization, combinations of shares, reclassification of shares or similar changes in capitalization) (a “Discount Warrant”), to the extent that such exercise, when aggregated with any other shares of Common Stock issued by the Company to Holder or its affiliates upon exercise of any other Discount Warrant issued to Holder or its affiliates pursuant this Agreement, would result in the issuance of shares of Common Stock by the Company to Holder and its affiliates and any other persons whose beneficial ownership of Common Stock is aggregated with Holder’s for purposes of the Exchange Act, exceeds 11,358,432 shares of Common Stock (the “Nasdaq Cap”); provided, however that such limitation shall not be effective if the Company shall have first obtained the requisite approval of the issuance of such shares of Common Stock by its stockholders in accordance with Rule 5635(d) of the listing rules of the Nasdaq Stock Market (“Stockholder Approval”).
Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue to the Holder any Warrant Shares to the extent that the issuance of such Warrant Shares would cause the Company to exceed the aggregate number of shares of Common Stock that the Company is permitted to issue without breaching the Company’s obligations under Nasdaq Listing Rule 5635(d) (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required under Nasdaq Listing Rule 5635(d) for issuances in excess of the Exchange Cap. For avoidance of doubt, the limitations contained in this Section 5 shall apply to any successor Holder of this Warrant.
Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, provided that the Common Stock remains listed for trading on the NYSE American LLC or other national securities exchange, the aggregate number of shares of Common Stock issued upon conversion of (i) the Notes and (ii) the short-term convertible promissory notes issuable pursuant to the Purchase Agreement shall not exceed 19.9% of either (a) the total number of shares of Common Stock outstanding on the Issuance Date or (b) the total voting power of the Company’s securities outstanding on the Issuance Date that are entitled to vote on a matter being voted on by holders of the Common Stock, unless and until the Company has obtained the approval of the Company’s stockholders in accordance with the rules of the NYSE American LLC or other national securities exchange on which the shares of Common Stock are listed, as applicable. To the extent that any payment (or portion thereof) is required to be made under this Note and cannot be paid in shares of Common Stock pursuant to the provisions of the immediately preceding sentence, such payment (or applicable portion thereof) shall be payable in cash.
Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, the aggregate maximum number of shares of Odyssey Common Stock that may be issued in connection with one of more exercises of the Exchange Right pursuant to this Agreement shall not (a) exceed 19.9% of the number of outstanding shares of Odyssey Common Stock immediately prior to the date of this Agreement, (b) exceed 19.9% of the combined voting power of the outstanding voting securities of Odyssey immediately prior to the date of this Agreement, or (c) otherwise exceed such number of shares of Odyssey Common Stock that would violate applicable listing rules of the Principal Market.
Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue any Conversion Shares, to the extent such shares, after giving effect to such issuance after conversion and when added to the number of Conversion Shares previously issued upon conversion of any of the Notes sold pursuant to this Agreement, would represent in excess of 19.9% of (A) the number of shares of Common Stock outstanding as of December 6, 2019, (B) the number of shares of Common Stock outstanding immediately after giving effect to such issuances, or (C) the total voting power of the Company’s securities outstanding immediately after giving effect to such issuances that are entitled to vote on a matter being voted on by holders of the Common Stock.
Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue any Conversion Shares, to the extent such shares, after giving effect to such issuance after conversion and when added to the number of Conversion Shares previously issued upon conversion of any of the Notes sold pursuant to this Agreement, would represent in excess of 19.9% of (A) the number of shares of Common Stock outstanding immediately after giving effect to such issuances or (B) the total voting power of the Company’s securities outstanding immediately after giving effect to such issuances that are entitled to vote on a matter being voted on by holders of the Common Stock.
