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 Shares pursuant to the transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares) if the issuance of such Ordinary Shares, together with Ordinary Shares issued pursuant to the Securities Purchase Agreement dated November 17, 2020 between the Company and the investors listed on the Schedule of Buyers attached thereto (the “November SPA”), would exceed the aggregate number of Ordinary Shares 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 Ordinary Shares as of January 14, 2021) 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 Common Shares pursuant to the transactions contemplated hereby or any other Transaction Documents (including the Conversion SharesConversion) if the issuance of such Ordinary Shares, together with Ordinary Common Shares issued pursuant to the Securities Purchase Agreement dated November 17, 2020 between the Company and the investors listed on the Schedule of Buyers attached thereto (the “November SPA”), would exceed the aggregate number of Ordinary Shares shares 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 4,824,586 (which is 19.99% of 11,421,393 the Company’s outstanding Ordinary Common Shares as of January 14, 2021on the date hereof) 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 outside counsel to the Company Company, to the extent required by the Nasdaq, that such approval is not required and Nasdaq agrees 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 Common Shares pursuant to the transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares) if the issuance of such Ordinary Common Shares, together with Ordinary any Common Shares issued pursuant to in connection with any related transactions that may be considered part of the Securities Purchase Agreement dated November 17, 2020 between the Company and the investors listed on the Schedule same series of Buyers attached thereto (the “November SPA”)transactions, would exceed the aggregate number of Ordinary Shares shares 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 “NasdaqPrincipal Market”) (the such 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 Ordinary Shares as of January 14, 2021) 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 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 Company, to the extent required by the Principal Market, 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.

Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Ordinary Shares shares of Common Stock pursuant to the transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares and the Warrant Shares) if the issuance of such Ordinary Shares, together with Ordinary Shares issued pursuant to the Securities Purchase Agreement dated November 17, 2020 between the Company and the investors listed on the Schedule shares of Buyers attached thereto (the “November SPA”), Common Stock would exceed the aggregate number of Ordinary Shares shares of 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 NYSE American LLC (the “NasdaqNYSE American”) (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 Ordinary Shares as of January 14, 2021) 39,295,103 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 NYSE American for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside 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.