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, 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) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For long as any Notes remain outstanding 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 Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible. For long as any Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note, any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes, without breaching the Company's obligations under the rules or regulations of the Eligible Market (as defined in the 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) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding or any Additional Notes may be issued pursuant to the terms of this Agreementoutstanding, 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 Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible. For so long as any Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause cause, or but for the Securities Limitations (as defined below) would cause, the Company to be required to issue upon conversion of any Note, Note any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes, Notes without breaching the Company's ’s obligations under the rules or regulations of the Eligible Principal Market without giving effect to (y) the limitations on conversion contained in the Notes, and (z) the application of any Conversion Floor Price (as defined in the Notes) (the “Securities Limitations”). For so long as any Notes are outstanding, unless or until the Stockholder Approval (as defined below) has been obtained, the Company shall not take any action if the effect of such action would be to cause the Conversion Price to be reduced below the Conversion Floor Price, in each case without giving effect to any Securities Limitations.

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) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding or any Additional Notes may be issued pursuant to the terms of this Agreementoutstanding, 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 Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible. For Notwithstanding anything herein to the contrary, for so long as any Notes remain outstanding, the Company shall not, in not take any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) action if the effect of such Dilutive Issuance is action would be to cause the Company to be required to issue upon conversion of any Note, any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue Conversion Shares issuable upon conversion of the Notes, Notes (without breaching respect to any limitation of conversion set forth therein) to exceed the Company's obligations under the rules or regulations of the Eligible Market Exchange Cap (as defined in the Notes), unless or until the Company shall have obtained the approval of the stockholders of the Company (the “Stockholder Approval”) for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market, including without limitation, New York Stock Exchange Rule 312.03(c).

Additional Notes; Variable Securities; Dilutive Issuances. So For so long as any Buyer beneficially owns any Notes, or any Additional Notes may be issued pursuant to the terms of this Agreementremain outstanding, the Company will not issue any Notes (other than to the Buyers Investor as contemplated hereby) hereby or pursuant to the Other Agreements and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding or any Additional Notes may be issued pursuant to the terms of this Agreementoutstanding, 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 Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible. For so long as any Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect of such Dilutive Issuance is to cause cause, or but for the Securities Limitations (as defined below) would cause, the Company to be required to issue upon conversion of any Note, Note any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes, Notes without breaching the Company's ’s obligations under the rules or regulations of the Eligible Market Principal Market, in each case without giving effect to (x) the limitations on conversion contained in the Notes and (y) the application of any Conversion Floor Price (as defined in the Notes), (the “Securities Limitations”). For so long as any Notes are outstanding, unless or until the stockholder approval required by the Principal Market (as defined below) has been obtained, the Company shall not take any action if the effect of such action would be to cause the Conversion Price to be reduced below the Conversion Floor Price without giving effect to any Securities Limitations.

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 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 or any Additional Notes may be issued pursuant to the terms of this Agreementoutstanding, 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 Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible. For long as any Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined ; provided that anti-dilution provisions similar to those contained in the Notes) 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 conversion of any Note, 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 conversion option of the NotesCompany, without breaching 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 Notes)Common Stock.

Additional Notes; Variable Securities; Dilutive Issuances. So For so long as any Buyer beneficially owns any Notes, or any Additional Notes may be issued pursuant to the terms of this Agreementremain outstanding, the Company will not issue any Notes (other than to the Buyers Investors as contemplated hereby) hereby or pursuant to the Other Agreements and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding or any Additional Notes may be issued pursuant to the terms of this Agreementoutstanding, 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 Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible. For so long as any Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect of such Dilutive Issuance is to cause cause, or but for the Securities Limitations (as defined below) would cause, the Company to be required to issue upon conversion of any Note, Note any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes, Notes without breaching the Company's ’s obligations under the rules or regulations of the Eligible Market Principal Market, in each case without giving effect to (x) the limitations on conversion contained in the Notes and (y) the application of any Conversion Floor Price (as defined in the Notes), (the “Securities Limitations”). For so long as any Notes are outstanding, unless or until the stockholder approval required by the Principal Market (as defined below) has been obtained, the Company shall not take any action if the effect of such action would be to cause the Conversion Price to be reduced below the Conversion Floor Price without giving effect to any Securities Limitations.