Common use of Maximum Shares Clause in Contracts

Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Common Shares pursuant to the 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 shares that the Company may issue in this transaction in compliance with the Company’s obligations under the rules or regulations of Nasdaq (the “Principal Market”) (such number 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 Principal Market for issuances of shares in excess of such amount or (B) invokes the home country exemption and obtains a written opinion from outside counsel to the Company, to the extent required by the Principal Market, that it may follow its home country practice, and therefore, such approval is not required. 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 transactions contemplated hereby Convertible Debentures 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 shares 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 (the “Principal MarketNasdaq”) (the number of shares which may be issued without violating such number shall be 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 Principal Market Nasdaq for issuances of shares Common Shares in excess of such amount or (B) invokes the home country exemption and obtains a written opinion from outside counsel to the Company, to the extent required by the Principal Market, Company 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.

Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Common Shares pursuant to the transactions contemplated hereby or any other Transaction Documents (including the Conversion SharesConversion) 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 shares that the Company may issue in this transaction in compliance with the Company’s obligations under the rules or regulations of Nasdaq (the “Principal Market”number of shares which may be issued without violating such rules and regulations is 4,824,586 (which is 19.99% of the Company’s outstanding Common Shares on the date hereof) (such number 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 Principal Market Nasdaq for issuances of shares in excess of such amount or (B) invokes the home country exemption and obtains a written opinion from outside counsel to the Company, to the extent required by the Principal MarketNasdaq, that it may follow its home country practice, such approval is not required and therefore, Nasdaq agrees that such approval is not required. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.