definiens: within the meaning of Rule 5635of the listing rules of the Nasdaq Stock Market or ( ii ) if the exercise price is less than $ 1.076 per share ( as adjustedfor any stock splits, reverse splits, recapitalization, combinations of shares, reclassification of shares or similarchanges in capitalization ) ( a ), to the extent that such exercise, when aggregated with any othershares of Common Stock issued by the Company to Holder or its affiliates upon exercise of any other DiscountWarrant issued to Holder or its affiliates pursuant this Agreement, would result in the issuance of shares of CommonStock by the Company to Holder and its affiliates and any other persons whose beneficial ownership of CommonStock is aggregated with Holder ’s for purposes of the Exchange Act, exceeds 11,358,432 shares of Common Stock(the ) ; provided, however that such limitation shall not be effective if the Company shall have firstobtained the requisite approval of the issuance of such shares of Common Stock by its stockholders in accordancewith Rule 5635(d ) of the listing rules of the Nasdaq Stock Market ( )