Common use of Additional Notes; Variable Securities; Dilutive Issuances Clause in Contracts

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Notes, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Stock into which any Warrant is exercisable. For long as any Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Warrants) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Eligible Market (as defined in the Warrants).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Notes, the Company will not issue any Notes other than to the Buyers as contemplated hereby hereby, and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant Note is exercisableconvertible. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the WarrantsNotes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon exercise conversion of any Warrant Note any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise conversion of the Warrants Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the WarrantsRegistration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Notes, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall will not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price price, unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant Note is exercisable. For long as any Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined convertible; provided that anti-dilution provisions similar to those contained in the Warrants) if Notes or Warrants (including “full-ratchet” or “weighted-average” anti-dilutions rights), as well as provisions similar to those contained in the effect Notes for the payment of such Dilutive Issuance is to cause the Company to be required to issue upon exercise of any Warrant any interest or principal in shares of Common Stock in excess of that number of shares of Common Stock which solely at the Company may issue upon exercise option of the Warrants without breaching Company, shall not be deemed for the Company’s obligations under purposes of this provision to be securities convertible or exercisable at prices that vary with the rules or regulations market price of the Eligible Market (as defined in the Warrants)Common Stock.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Notesat least ten percent (10%) of the Aggregate Principal of the Notes are outstanding, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the hereby. The Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant is exercisableNote Conversion Shares. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the WarrantsNotes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon exercise conversion of any Warrant Note any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise conversion of the Warrants Notes without breaching the Company’s obligations under the rules or regulations of the Eligible Principal Market (as defined in the WarrantsRegistration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any NotesSecurities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant Note is exercisableconvertible. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the WarrantsNotes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon exercise conversion of any Warrant Note any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise conversion of the Warrants Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the WarrantsRegistration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Notes, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant Note is exercisableconvertible. For Notwithstanding anything herein to the contrary, for so long as any Warrants Notes remain outstanding, the Company shall not, in not take any manner, enter into or affect action if the effect of such action would be to cause the number of Conversion Shares issuable upon conversion of the Notes (without respect to any Dilutive Issuance limitation of conversion set forth therein) to exceed the Exchange Cap (as defined in the Warrants) if the effect of such Dilutive Issuance is to cause Notes), unless or until the Company to be required to issue upon exercise shall have obtained the approval of any Warrant any shares the stockholders of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise (the “Stockholder Approval”) for the issuance of all of the Warrants without breaching Securities as described in the Company’s obligations under Transaction Documents in accordance with applicable law and the rules or and regulations of the Eligible Market (as defined in the WarrantsPrincipal Market, including without limitation, New York Stock Exchange Rule 312.03(c).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any NotesSecurities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant Note is exercisableconvertible. For so long as any Warrants Notes remain outstanding, outstanding the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the WarrantsNotes) if the effect as a result of such Dilutive Issuance is to cause the Company to be required to issue upon exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue Conversion Shares issuable upon exercise conversion of the Warrants without breaching Notes, but for the Company’s obligations under the rules or regulations of the Eligible Market Exchange Cap (as defined in the WarrantsNotes), would exceed the Exchange Cap.

Additional Notes; Variable Securities; Dilutive Issuances. So For so long as any Buyer beneficially owns any NotesSecurities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock (other than Excluded Securities (as defined in the Notes)) at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock under any into which any Warrant Note is exercisableconvertible. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the WarrantsNotes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue issued upon exercise conversion of any Warrant Note any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise conversion of the Warrants Notes without breaching the Company’s obligations under the rules or regulations of the Eligible Market (as defined in the Warrants)Principal Market.

Additional Notes; Variable Securities; Dilutive Issuances. So For so long as any Buyer beneficially owns any NotesNotes remain outstanding, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant Note is exercisableconvertible. For long as any Warrants Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Warrants) dilutive issuance if the effect of such Dilutive Issuance dilutive issuance is to cause the Company to be required to issue upon exercise conversion of any Warrant Notes any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise conversion of the Warrants Notes without breaching the Company’s 's obligations under the rules or regulations of the Eligible Market (as defined in the Warrants)Principal Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any NotesSecurities, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or other securities directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Exchange Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant Note is exercisableexchangeable. For so long as any Warrants Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the WarrantsNotes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon exercise exchange of any Warrant Note any shares of Common Stock in excess of that number of shares of Common Stock which the Company has authorized and reserved for purposes of such exchanges or exercises or which the Company may issue upon exercise exchange of the Warrants without breaching the Company’s obligations under the rules or regulations of the Eligible Market (as defined in the Warrants)Notes.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Notes, or any Additional Notes may be issued pursuant to the terms of this Agreement, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Warrants Notes remain outstandingoutstanding or any Additional Notes may be issued pursuant to the terms of this Agreement, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Conversion Price (as defined in the WarrantsNotes) with respect to the Common Stock into which any Warrant Note is exercisableconvertible. For long as any Warrants Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the WarrantsNotes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon exercise conversion of any Warrant Note, any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise conversion of the Warrants Notes, without breaching the Company’s 's obligations under the rules or regulations of the Eligible Market (as defined in the WarrantsNotes).