Common use of Acknowledgment Regarding Securities Clause in Contracts

Acknowledgment Regarding Securities. The number of Conversion Shares issuable upon conversion of the Notes and the number of Warrant Shares issuable upon exercise of the Warrants may increase in certain circumstances. The Company's executive officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligation to issue Conversion Shares upon conversion of the Notes in accordance with the terms of such Notes and to issue Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants is, other than as set forth in the Notes or the Warrants, respectively, absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in the Transaction Documents relating to a failure or refusal to issue Conversion Shares or Warrant Shares. Taking the foregoing into account, the Company's Board of Directors has determined in its good faith business judgment that the issuance of the Notes and Warrants hereunder and the consummation of the other transactions contemplated hereby are in the best interests of the Company and its stockholders. The Company's Board of Directors and executive officers fully intend to honor their obligations hereunder to issue Conversion Shares upon conversion of the Notes and Warrant Shares upon exercise of the Warrants regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in the Transaction Documents relating to their failure or refusal to issue Conversion Shares or Warrant Shares.

Acknowledgment Regarding Securities. The number of Conversion Shares issuable upon conversion of the Notes and the number of Warrant Shares issuable upon exercise of the Warrants may increase in certain circumstances. The Company's executive ----------------------------------- officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligation to issue Conversion Shares upon conversion of the Notes Preferred Shares and Warrant Shares upon exercise of the Warrants, to exchange the Series B Preferred Shares for Series A Preferred Shares, the Series 1-B Warrants for Series 1-A Warrants and the Series 2-B Warrants for 2-A Warrants, and to redeem the Series B Preferred Shares and the Series 1-B Warrants under certain circumstances with the Escrow Account under the Escrow Agreement, in accordance with the terms of such Notes this Agreement, the Escrow Agreement, the Certificates of Designation, and to issue Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants is, other than as set forth in the Notes or the Warrants, respectively, is absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders and of the availability of remedies provided for in the Transaction Documents relating to a failure or refusal to issue Conversion Shares or Warrant SharesCompany. Taking the foregoing into account, the Company's Board of Directors has determined in its good faith business judgment that the issuance of the Notes Preferred Shares and the Warrants hereunder and the consummation of the other transactions contemplated hereby are (a) in the best interests of the Company and its stockholders, and (b) do not breach (with or without the passage of time or the giving of notice) any obligations of the Company or any Subsidiary the result of which would have a Material Adverse Effect. The Company's Board of Directors has approved the terms of this Agreement, the Escrow Agreement, the Certificates of Designation and executive officers fully intend the Warrants and the transactions contemplated hereby and thereby. Schedule -------- 5.24 sets forth any adjustments, Encumbrances or rights (other than pursuant to honor their obligations hereunder to issue Conversion Shares upon conversion ---- the Escrow Agreement) that would be triggered by the issuance of the Notes Securities pursuant to agreements between the Company or any Subsidiary and Warrant Shares upon exercise any lender or holder of an equity interest or other securities of the Warrants regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in the Transaction Documents relating to their failure Company or refusal to issue Conversion Shares or Warrant Sharesany Subsidiary.

Acknowledgment Regarding Securities. The number of Conversion Shares and Redemption Shares issuable upon conversion of the Notes Preferred Stock and Redemption Preferred Stock, respectively, and the number of Warrant Shares issuable upon exercise of the Warrants may increase in certain circumstances. The Company's ’s directors and executive officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligation to issue Conversion Shares upon conversion of the Notes Preferred Stock in accordance with the terms thereof, Redemption Shares upon conversion of such Notes Redemption Preferred Stock in accordance with the terms thereof, and to issue the Warrant Shares upon the exercise of the Warrants in accordance with the terms of such Warrants is, other than as set forth in the Notes or the Warrants, respectively, thereof is absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in any of the Transaction Documents or the Redemption Certificates relating to a failure or refusal to issue Conversion Shares, Redemption Shares or Warrant Shares. Taking the foregoing into account, as of the date hereof, the Company's ’s Board of Directors has determined in its good faith business judgment that the issuance of the Notes and Warrants Units hereunder and the consummation of the other transactions contemplated hereby are in the best interests of the Company and its stockholders. The Company's Board of Directors and executive officers fully intend to honor their obligations hereunder to issue Conversion Shares upon conversion of the Notes and Warrant Shares upon exercise of the Warrants regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in the Transaction Documents relating to their failure or refusal to issue Conversion Shares or Warrant Shares.

Acknowledgment Regarding Securities. The number of Conversion Shares issuable upon conversion of the Notes and the number of Warrant Preferred Shares issuable upon exercise of the Warrants may increase in certain circumstances. The Company's executive officers have studied and fully understand the nature of the Securities being sold hereunder. The Company acknowledges that its obligation to issue Conversion Shares upon conversion of the Notes Preferred Shares in accordance with the terms Certificate of such Notes and to issue Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants Designation is, other than as set forth in the Notes or the Warrants, respectivelyCertificate of Designation, absolute and unconditional, regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in the Transaction Documents relating to a failure or refusal to issue Conversion Shares or Warrant Shares. Taking the foregoing into account, the Company's Board of Directors has determined in its good faith business judgment that the issuance of the Notes and Replacement Warrants hereunder and the Preferred Shares pursuant to the Notes and the consummation of the other transactions contemplated hereby and thereby are in the best interests of the Company and its stockholders. The Company's Board of Directors and executive officers fully intend to honor their obligations hereunder to issue Conversion Shares upon conversion of the Notes and Warrant Preferred Shares upon exercise of the Warrants regardless of the dilution that such issuance may have on the ownership interests of other stockholders and the availability of remedies provided for in the Transaction Documents relating to their failure or refusal to issue Conversion Shares or Warrant Shares.