Common use of Maximum Shares Clause in Contracts

Maximum Shares. Notwithstanding anything in this Agreement or in the Convertible Debentures to the contrary, from and after the date hereof, the Company shall not issue any Common Shares pursuant to the Convertible Debentures or any other Transaction Documents if the issuance of Common Shares would exceed the aggregate number of Common Shares that the Company may issue in this transaction, and any transaction aggregated with this transaction, in compliance with the Company’s obligations under the rules or regulations of The Nasdaq Stock Market LLC (“Nasdaq”) (the number of shares which may be issued without violating such rules and regulations being referred to as the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Nasdaq for issuances of Common Shares in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Investor. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

Maximum Shares. Notwithstanding anything in this Agreement or in the Convertible Debentures to the contrary, from and after the date hereof, the Company shall not issue any Common Shares pursuant to the Convertible Debentures transactions contemplated hereby or any other Transaction Documents (including the Conversion) if the issuance of such Common Shares would exceed the aggregate number of Common Shares shares that the Company may issue in this transaction, and any transaction aggregated with this transaction, in compliance with the Company’s obligations under the rules or regulations of The Nasdaq Stock Market LLC (“Nasdaq”) (the number of shares which may be issued without violating such rules and regulations being is 4,824,586 (which is 19.99% of the Company’s outstanding Common Shares on the date hereof) and shall be referred to as the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Nasdaq for issuances of Common Shares shares in excess of such amount or (B) obtains a written opinion from outside counsel to the Company Company, to the extent required by the Nasdaq, that such approval is not required and Nasdaq agrees that such approval is not required, which opinion shall be reasonably satisfactory to the Investor. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

Maximum Shares. Notwithstanding anything in this Agreement or in the Convertible Debentures to the contrary, from and after the date hereof, the Company shall not issue any shares of Common Shares Stock pursuant to the Convertible Debentures transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares and the Warrant Shares) if the issuance of such shares of Common Shares Stock would exceed the aggregate number of shares of Common Shares Stock that the Company may issue in this transaction, and any transaction aggregated with this transaction, in compliance with the Company’s obligations under the rules or regulations of The Nasdaq Stock Market NYSE American LLC (the “NasdaqNYSE American”) (the number of shares which may be issued without violating such rules and regulations being is 39,295,103 and shall be referred to as the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Nasdaq NYSE American for issuances of shares of Common Shares Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the InvestorBuyers. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

Maximum Shares. Notwithstanding anything in this Agreement or in the Convertible Debentures to the contrary, from and after the date hereof, the Company shall not issue any Common Ordinary Shares pursuant to the Convertible Debentures transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares) if the issuance of Common such Ordinary Shares, together with Ordinary Shares issued pursuant to the Securities Purchase Agreement dated November 17, 2020 between the Company and the investors listed on the Schedule of Buyers attached thereto (the “November SPA”), would exceed the aggregate number of Common Ordinary Shares that the Company may issue in this transaction, and any transaction aggregated with this transaction, in compliance with the Company’s obligations under the rules or regulations of The Nasdaq Stock Market LLC (the “Nasdaq”) (the number of shares which may be issued without violating such rules and regulations being is 2,283,136 (which is 19.99% of 11,421,393 outstanding Ordinary Shares as of January 14, 2021) and shall be referred to as the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders shareholders as required by the applicable rules of the Nasdaq for issuances of Common Shares shares in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the InvestorBuyers. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

Maximum Shares. Notwithstanding anything in this Agreement or in the Convertible Debentures to the contrary, from and after the date hereof, the Company shall not issue any Common Shares pursuant to the Convertible Debentures transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares) if the issuance of such Common Shares, together with any Common Shares issued in connection with any related transactions that may be considered part of the same series of transactions, would exceed the aggregate number of Common Shares shares that the Company may issue in this transaction, and any transaction aggregated with this transaction, in compliance with the Company’s obligations under the rules or regulations of The Nasdaq Stock Market LLC (the “NasdaqPrincipal Market”) (the such number of shares which may shall be issued without violating such rules and regulations being referred to as the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Principal Market for issuances of Common Shares shares in excess of such amount or (B) invokes the home country exemption and obtains a written opinion from outside counsel to the Company Company, to the extent required by the Principal Market, that it may follow its home country practice, and therefore, such approval is not required, which opinion shall be reasonably satisfactory to the Investor. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.