Common use of Exchange Cap Clause in Contracts

Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any Common Shares pursuant to this Agreement, and the Investor shall not purchase or acquire any Common Shares pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Common Shares that would be issued pursuant to this Agreement would exceed the maximum number of Common Shares that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining shareholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit shareholder approval of the transactions contemplated by this Agreement and the shareholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the constating documents of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders to approve the transactions contemplated by this Agreement; provided, that if shareholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Exchange Cap. Subject to Section 2(e)(ii2(g)(ii) below, the Company shall not issue or sell any shares of Common Shares Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Shares Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Shares Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Shares Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Principal Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Principal Stock Market or (B) obtaining shareholder stockholder approval under the applicable rules of The NASDAQ the Principal Market (which maximum number of shares is 12,651,640, representing 19.99% of the shares of Common Stock Market outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit shareholder stockholder approval of the transactions contemplated by this Agreement and the shareholders stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market the Principal Market, and the constating documents Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders stockholders to approve the transactions contemplated by this Agreement; provided, that if shareholder stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Shares Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Shares Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Shares Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Shares Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Nasdaq Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market or (B2) obtaining shareholder stockholder approval under the applicable rules of The NASDAQ Nasdaq Stock Market (which maximum number of shares is 4,628,858, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit shareholder stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the shareholders stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market Market, and the constating documents Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if shareholder stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Shares Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Shares Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Shares Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Shares Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock MarketMarket or any other Principal Market on which the Common Stock may be listed or quoted) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining shareholder stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit shareholder stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the shareholders stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the constating documents Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders stockholders to approve the transactions issuance of Common Stock contemplated by this Agreement; provided, that if shareholder stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Exchange Cap. Subject to Section 2(e)(ii) below3.3(b), the Company shall not issue or sell any shares of Common Shares Stock to Investor or any of its Affiliates pursuant to this AgreementAgreement or otherwise, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Shares Stock pursuant to this AgreementAgreement or otherwise, to the extent that after giving effect thereto, the aggregate number of shares of Common Shares Stock that would be issued pursuant to this Agreement would exceed the maximum number of Common Shares that the Company may issue pursuant to this Agreement Agreement, or otherwise, and the transactions contemplated hereby would exceed 4,656,828 shares of Common Stock (taking into account all such number of shares equal to 19.99% of the aggregate number of shares of Common Shares Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining shareholder approval under the applicable rules of The NASDAQ Stock Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless and until the Company elects Company’s stockholders have approved the issuance of Common Stock to solicit shareholder approval the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, in excess of the transactions contemplated by this Agreement and the shareholders of the Company have in fact approved the transactions contemplated by this Agreement Exchange Cap in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the constating documents of the CompanyTrading Market. For The Company shall use its reasonable best efforts to obtain the avoidance stockholder approval on or before October 31, 2025 (the “Stockholder Approval Deadline”) to issue such number of doubt, shares of its Common Stock in excess of the Company may, but shall be under no obligation to, request its shareholders to approve the transactions contemplated by this AgreementExchange Cap; provided, that if shareholder such stockholder approval is not obtained in accordance with this Section 2(e)(i)obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below3.3(b)). In the event that such stockholder approval is not obtained by the Stockholder Approval Deadline, the Company shall hold a stockholder meeting every 90 days and use its reasonable best efforts to solicit stockholder votes until such stockholder approval is obtained.

Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Shares Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Shares Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Shares Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Shares Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B2) obtaining shareholder stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit shareholder stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the shareholders stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market Market, and the constating documents Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if shareholder stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Shares Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Shares Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Shares Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Shares Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Nasdaq Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market or (B2) obtaining shareholder stockholder approval under the applicable rules of The NASDAQ Nasdaq Stock Market (which maximum number of shares is 1,545,553 representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit shareholder stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the shareholders stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the constating documents of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if shareholder stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Shares Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Shares Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Shares Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Shares Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining shareholder stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit shareholder stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the shareholders stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the constating documents Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders stockholders to approve the transactions issuance of Common Stock contemplated by this Agreement; provided, that if shareholder stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Exchange Cap. Subject to Section 2(e)(ii) belowNotwithstanding anything contained herein, the Company shall not issue or sell any Common Ordinary Shares (or ADSs representing Ordinary Shares, including, in both cases, pursuant to the exercise of Pre-Funded Warrants) pursuant to this Agreement, and the Investor Purchasers shall not purchase or acquire any Common shares of Ordinary Shares (or ADSs representing Ordinary Shares including, in both cases, pursuant to the exercise of Pre-Funded Warrants) from the Company pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Common Shares ADSs that would be issued pursuant to this Agreement would exceed the maximum number of Common Shares that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 1,320,616 ADSs, representing 2,641,231,384 Ordinary Shares (taking into account all Common such number of shares equal to 19.99% of the Ordinary Shares issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of Ordinary Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining shareholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit obtain shareholder approval of the transactions issuance of Ordinary Shares as contemplated by this Agreement Agreement, and the shareholders of the Company have in fact approved the transactions issuance of Ordinary Shares as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the constating documents in excess of the CompanyExchange Cap. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders to approve the transactions issuance of Ordinary Shares in excess of the Exchange Cap as contemplated by this Agreement; provided, that if shareholder approval is not obtained in accordance with this Section 2(e)(i)2.4, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby hereby, including, without limitation, the issuance of Ordinary Shares and related ADSs in connection with the exercise of Pre-Funded Warrants, at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below)times.

Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Shares Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Shares Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Shares Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Shares Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Shares Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock MarketNYSE AMERICAN LLC) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market NYSE AMERICAN LLC or (B) obtaining shareholder stockholder approval under the applicable rules of The NASDAQ Stock Market NYSE AMERICAN LLC (the “Exchange Cap”), unless and until the Company elects to solicit shareholder stockholder approval of the transactions contemplated by this Agreement and the shareholders stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market NYSE AMERICAN LLC and the constating documents Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders stockholders to approve the transactions contemplated by this Agreement; provided, that if shareholder stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).