Common use of Further Issue of Shares Clause in Contracts

Further Issue of Shares. Subject to Clause 7.13, the Shareholders shall take such steps for the time being as lie within their power to procure that the Company shall not issue any further Shares whether forming part of its unissued Shares or new Shares without first offering to each of the Shareholders such number of Shares in proportion to their then existing shareholdings in the Company (and in the case of the Preference Shareholders, their shareholding shall be computed on “as converted” basis) as shall enable each such Shareholder to maintain their respective proportionate shareholdings in the issued share capital of the Company. Such offer shall be made by notice specifying the number of new Shares offered, the proportionate entitlement of each Shareholder, the price per Share and limiting a period (not being less than thirty (30) days) within which the offer, if not accepted, will be deemed to be declined. Upon the expiration of such period the Directors shall offer the Shares so declined, to the other Shareholders who have notified their willingness to take all or any of such Shares in accordance with the terms of the offer and in case of competition, pro rata (as nearly as possible) according to the number of Ordinary Shares in the Company of which such other Shareholders are registered or unconditionally entitled to be registered as holders (and in the case of the Preference Shareholders, their shareholding shall be computed on “as converted” basis). For the avoidance of doubt, the number of Ordinary Shares and Preference Shares issued by the Company from time to time shall be aggregated for the purpose of computing the proportionate shareholding of each Shareholder hereunder. Each of the Preference Shareholders may assign its rights and obligations under this Clause 7.11 to any of its Affiliates.

Further Issue of Shares. Subject to Clause 7.13Section 8.12, the Shareholders ▇▇. ▇▇▇▇ and EMH shall take such steps all reasonable steps, including without limitation the voting of all equity securities owned or Controlled by them, for the time being as lie within their power to procure that the Company shall not issue any further Shares whether forming part of its unissued Shares or new Shares without first offering to each of the Shareholders Investors and any other then existing shareholders holding not less than ten percent (10%) of the then outstanding Shares of the Company (for the purpose of this Section 8.10 only, together with the Investors, “Offeree(s)”) of the Company such number of Shares in proportion equivalent to their then existing shareholdings in the product obtained by multiplying the aggregate number of such Shares to be issued by a fraction, the numerator of which is the number of Ordinary Shares held by such Offeree at the time of the propose issuance (calculated on an “as-if-exercised” basis, taking into account the exercise of any outstanding Warrants) and the denominator of which is the total number of outstanding Ordinary Shares of the Company (and in at the case time of the Preference Shareholderstransaction (calculated on a fully diluted basis and “as-if-exercised”, their shareholding shall be computed on “as converted” basis) as shall enable each such Shareholder to maintain their respective proportionate shareholdings in taking into account the issued share capital exercise of the Companyany outstanding Warrants). Such offer shall be made by notice specifying the number of new Shares offered, the proportionate entitlement of each ShareholderOfferee, the price per Share and limiting a period (not being less than thirty (30) days) within which the offer, if not accepted, will be deemed to be declined. Upon the expiration of such period the Directors shall offer the Shares so declined, to the other Shareholders Offerees who have notified their willingness to take all or any of such Shares in accordance with the terms of the offer and in case of competition, pro rata (as nearly as possible) according to the number of Ordinary Shares in the Company of which such other Shareholders Offerees are registered or unconditionally entitled to be registered as holders (and in of the Warrants or as shareholders of the Company, as the case of the Preference Shareholders, their shareholding shall be computed on “as converted” basis). For the avoidance of doubt, the number of Ordinary Shares and Preference Shares issued by the Company from time to time shall be aggregated for the purpose of computing the proportionate shareholding of each Shareholder hereundermay be. Each of the Preference Shareholders Investors may assign its rights and obligations under this Clause 7.11 Section 8.9 to any of its Affiliates.