Common use of Maximum Shares Clause in Contracts

Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Ordinary Stock pursuant to the transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares) if the issuance of such shares of Ordinary Stock would exceed the aggregate number of shares of Ordinary Stock that the Company may issue in this transaction in compliance with the Company’s obligations under the rules or regulations of Nasdaq Stock Market LLC (the “Nasdaq”) (the number of shares which may be issued without violating such rules and regulations is 2,283,136 (which is 19.99% of 11,421,393 outstanding shares of Ordinary Stock) 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 shareholders as required by the applicable rules of the Nasdaq for issuances of shares in excess of such amount or (B) obtains a written opinion from counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Buyers. 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 to the contrary, the Company shall not issue any Ordinary Stock Common Shares pursuant to the transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares) if the issuance of such shares of Ordinary Common Stock would exceed the aggregate number of shares of Ordinary Common Stock that the Company may issue in this transaction in compliance with the Company’s obligations under the rules or regulations of Nasdaq Stock Market LLC (the “Nasdaq”) (the number of shares which may be issued without violating such rules and regulations is 2,283,136 949,119 (which is 19.99% of 11,421,393 4,747,968 outstanding shares of Ordinary Common Stock) 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 shareholders stockholders as required by the applicable rules of the Nasdaq for issuances of shares in excess of such amount or (B) obtains a written opinion from counsel to the Company that it may follow its home country practice, and therefore, such approval is not required, which opinion shall be reasonably satisfactory to the Buyers. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.