Common use of Maximum Shares Clause in Contracts

Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any shares of Common Stock pursuant to the transactions contemplated hereby or any other Transaction Documents if the issuance of such shares of Common Stock, together with any shares of Common Stock issued in connection with any other related transactions that may be considered part of the same series of transactions, would exceed 33,199,327, which is the aggregate number of shares of Common Stock that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations of the Nasdaq Stock Market (“Nasdaq”) (such aggregate number of shares of Common Stock, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq for issuances of shares of Common Stock in excess of such amount. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction in the same manner as the Conversion Price (as defined in the Convertible Debenture) as set forth in Section 5 in the Convertible Debenture. The Company shall have made all required submissions to Nasdaq regarding the Conversion Shares and shall have not received any notice objecting to the listing of the Conversion Shares from Nasdaq.

Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any shares of Common Stock Shares pursuant to the transactions contemplated hereby or any other Transaction Documents if the issuance of such shares of Common StockShares, together with any shares of Common Stock Shares issued in connection with any other related transactions that may is be considered part of the same series of transactions, would exceed 33,199,327, which is the aggregate number of shares of Common Stock Shares that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations of the Toronto Stock Exchange (“TSX”) or The Nasdaq Stock Market LLC (the “Nasdaq”) (such aggregate number of shares of Common StockShares, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders shareholders as required by the applicable rules of the Nasdaq TSX or Nasdaq, as applicable, for issuances of shares of Common Stock Shares in excess of such amount. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction in the same manner as the Conversion Price (as defined in the Convertible Debenture) as set forth in Section 5 in the Convertible Debenture. The Prior to the issuance of any Common Shares pursuant to the transactions contemplated hereby, the Company shall have made all required submissions to Nasdaq TSX and Nasdaq, as applicable, regarding the Conversion Shares and Warrant Shares and shall have have: (i) received conditional approval from the TSX for the listing of the Conversion Shares and the Warrant Shares on TSX; and (ii) not received any notice objecting to the listing of the Conversion Shares from Nasdaq.