Common use of Listing of Ordinary Shares Clause in Contracts

Listing of Ordinary Shares. Until the earlier of (x) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the Company hereby agrees to use best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereof, the Company shall submit a listing of additional shares notice to Nasdaq with respect to the issuance of the Ordinary Shares underlying the Units to be sold hereunder (including the Warrant Shares) and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Ordinary Shares on Nasdaq. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Shares, and will take such other action as is necessary to cause all of the Ordinary Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

Listing of Ordinary Shares. Until the earlier of (x) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the The Company hereby agrees to use best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereofClosing, the Company shall submit a listing of additional shares notice apply to Nasdaq with respect to the issuance list or quote all of the Ordinary Shares underlying Closing Shares, the Units to be sold hereunder (including Option Shares, the Warrant Shares) Shares and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to the Warrants on the NASDAQ Capital Market and promptly secure the listing of all of the Ordinary Closing Shares, the Option Shares, the Warrant Shares and the Warrants on Nasdaqthe NASDAQ Capital Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Closing Shares, the Option Shares and the Warrant Shares, and will take such other action as is necessary to cause all of the Ordinary Closing Shares, the Option Shares and the Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

Listing of Ordinary Shares. Until the earlier of (x) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the Company hereby agrees to use best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereof, the The Company shall submit a listing of additional shares notice to Nasdaq with respect to the issuance of the Ordinary Shares underlying the Units to be sold hereunder (including the Warrant Shares) and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Put Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable best efforts to maintain, so long as any Ordinary Shares on Nasdaqshall be so listed, the listing of all such Put Shares and Commitment Shares from time to time issuable hereunder. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Shares, and will take such other action as is necessary to cause all of the Ordinary Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary shall use its commercially reasonable efforts to continue the listing and trading of its the Ordinary Shares on a Trading the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Principal Market. The Company agrees shall not take any action that would reasonably be expected to maintain result in the delisting or suspension of the Ordinary Shares on the Principal Market. The Company shall promptly, and in no event later than the following Trading Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Ordinary Shares for electronic transfer through listing on the Depository Trust Principal Market. The Company or another established clearing corporation, including, without limitation, by timely payment of shall pay all fees to the Depository Trust Company or such other established clearing corporation and expenses in connection with such electronic transfersatisfying its obligations under this Section 6.1). The Company shall take all action necessary to ensure that its Ordinary Shares can be transferred electronically as DWAC Shares. If the Company receives a delisting notice from the Principal Market or if the Ordinary Shares fail to be listed on an Eligible Market, then the Investor may terminate its obligations under this Agreement by written notice to the Company and may deem any outstanding Put Notice as withdrawn.

Listing of Ordinary Shares. Until The Closing Shares, Option Shares and Warrant Shares have been approved for listing on the earlier of NYSE American market (x) time that “NYSE”), and the Company has taken no Purchaser owns any Ordinary Shares underlying action designed to, or likely to have the Units sold hereunder and (y) effect of, terminating the second anniversary listing of the Closing, Securities and the Warrant Shares on the NYSE nor has the Company received any notification that the NYSE is contemplating revoking or withdrawing approval for listing of the Securities and the Warrant Shares. The Company hereby agrees to use best commercially reasonable efforts to maintain the listing or quotation of the Ordinary Shares on the NYSE or any other Trading Market on which it is currently shall be listed, and concurrently with the date hereof, the Company shall submit a listing of additional shares notice to Nasdaq with respect to the issuance of the Ordinary Shares underlying the Units to be sold hereunder (including the Warrant Shares) and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Ordinary Shares on Nasdaq. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Closing Shares, Option Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Ordinary Closing Shares, Option Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

Listing of Ordinary Shares. Until the earlier of (xa) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereofClosing, the Company shall submit a listing of additional shares notice apply to Nasdaq with respect to the issuance list or quote all of the Ordinary Shares underlying the Units to be sold hereunder (including the and Warrant Shares) Shares on such Trading Market and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Ordinary Shares and Warrant Shares on Nasdaqsuch Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Ordinary Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. (b) The Company shall hold an annual or special meeting of shareholders on or prior to the date that is 90 days following the date hereof for the purpose of obtaining the Authorized Share Approval, which proxy statement for such meeting shall include the recommendation of the Company’s Board of Directors that such proposal is approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Authorized Share Approval at the first meeting, the Company shall call a meeting every sixty (60) days thereafter to seek Authorized Share Approval until the date on which Authorized Share Approval is obtained. (c) If the Authorized Share Approval has not been obtained within 90 days following the date hereof (an “Event”, and the date on which such Event occurs being referred to as an “Event Date”), then, in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate Subscription Amount paid by such Purchaser pursuant to this Agreement. In addition, if the Authorized Share Approval has not been obtained on or prior to the date that is 180 days following the date hereof, then, in addition to (i) the partial liquidated damages in the preceding sentence, (ii) any liquidated damages which the Company may be obligated to pay pursuant to the Registration Rights Agreement, and (iii) any other rights the Purchasers may have hereunder or under applicable law, the Company shall promptly thereafter pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate Subscription Amount paid by such Purchaser pursuant to this Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the first sentence of this Section shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Listing of Ordinary Shares. Until the earlier of (xa) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the The Company hereby agrees to use its best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereofClosing, the Company shall submit a listing of additional shares notice apply to Nasdaq with respect to the issuance list or quote all of the Ordinary Shares underlying the Units to be sold hereunder (including the and Warrant Shares) Shares on such Trading Market and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Ordinary Shares and Warrant Shares on Nasdaqsuch Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Ordinary Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. (b) In addition, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, but in no event later than June 24, 2023 for the purpose of obtaining Shareholders Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved. Time is of the essence with regard to the Shareholders Approval.

Listing of Ordinary Shares. Until the earlier of (x) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereofClosing, the Company shall submit a listing of additional shares notice apply to Nasdaq with respect to the issuance list or quote all of the Ordinary Shares underlying the Units to be sold hereunder (including the and Warrant Shares) Shares on such Trading Market and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Ordinary Shares and Warrant Shares on Nasdaqsuch Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Ordinary Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of shareholders on or prior to the date that is ninety (90) days following the Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Ordinary Warrants are no longer outstanding.

Listing of Ordinary Shares. Until the earlier of (x) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereofClosing, the Company shall submit a listing of additional shares notice apply to Nasdaq with respect to the issuance list or quote all of the Ordinary Shares underlying the Units to be sold hereunder (including the and Warrant Shares) Shares on such Trading Market and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Ordinary Shares and Warrant Shares on Nasdaqsuch Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Ordinary Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, but in no event later than September15, 2022 for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four (4) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to September 15, 2022, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Listing of Ordinary Shares. Until the earlier of (xa) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereofClosing, the Company shall submit a listing of additional shares notice apply to Nasdaq with respect to the issuance list or quote all of the Ordinary Warrant Shares underlying the Units to be sold hereunder (including the Warrant Shares) on such Trading Market and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Ordinary Warrant Shares on Nasdaqsuch Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Warrant Shares, and will take such other action as is necessary to cause all of the Ordinary Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. (b) The Company shall hold an annual or special meeting of shareholders on or prior to the date that is 90 days following the date hereof for the purpose of obtaining the Authorized Share Approval, which proxy statement for such meeting shall include the recommendation of the Company’s Board of Directors that such proposal is approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Authorized Share Approval at the first meeting, the Company shall call a meeting every sixty (60) days thereafter to seek Authorized Share Approval until the date on which Authorized Share Approval is obtained. (c) If the Authorized Share Approval has not been obtained within 90 days following the date hereof (an “Event”, and the date on which such Event occurs being referred to as an “Event Date”), then, in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate Subscription Amount paid by such Purchaser pursuant to this Agreement. In addition, if the Authorized Share Approval has not been obtained on or prior to the date that is 180 days following the date hereof, then, in addition to (i) the partial liquidated damages in the preceding sentence, (ii) any liquidated damages which the Company may be obligated to pay pursuant to the Registration Rights Agreement, and (iii) any other rights the Purchasers may have hereunder or under applicable law, the Company shall promptly thereafter pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate Subscription Amount paid by such Purchaser pursuant to this Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the first sentence of this Section shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Listing of Ordinary Shares. Until the earlier of (x) time that no Purchaser owns any Ordinary Shares underlying the Units sold hereunder and (y) the second anniversary of the Closing, the The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the date hereofClosing, the Company shall submit a listing of additional shares notice apply to Nasdaq with respect to the issuance list or quote all of the Ordinary Shares underlying the Units to be sold hereunder (including the Shares, Pre-Funded Warrant Shares) , Class A Warrant Shares and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to Class B Warrant Shares on such Trading Market and promptly secure the listing of all of the Ordinary Shares, Pre-Funded Warrant Shares, Class A Warrant Shares and Class B Warrant Shares on Nasdaqsuch Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Shares, Pre-Funded Warrant Shares, Class A Warrant Shares and Class B Warrant Shares, and will take such other action as is necessary to cause all of the Ordinary Shares, Pre-Funded Warrant Shares, Class A Warrant Shares and Class B Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

Listing of Ordinary Shares. Until The Closing Shares and Option Shares have been approved for listing on the earlier of NYSE American market (x) time that “NYSE”), and the Company has taken no Purchaser owns any Ordinary Shares underlying action designed to, or likely to have the Units sold hereunder and (y) effect of, terminating the second anniversary listing of the Closing, Securities on the NYSE nor has the Company received any notification that the NYSE is contemplating revoking or withdrawing approval for listing of the Securities. The Company hereby agrees to use best commercially reasonable efforts to maintain the listing or quotation of the Ordinary Shares on the NYSE or any other Trading Market on which it is currently shall be listed, and concurrently with the date hereof, the Company shall submit a listing of additional shares notice to Nasdaq with respect to the issuance of the Ordinary Shares underlying the Units to be sold hereunder (including the Warrant Shares) and use its best efforts to obtain a no objections notice from Nasdaq or otherwise to promptly secure the listing of all of the Ordinary Shares on Nasdaq. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Ordinary Closing Shares and Option Shares, and will take such other action as is necessary to cause all of the Ordinary Closing Shares and Option Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.