Common use of Limitation on Issuance of Shares Clause in Contracts

Limitation on Issuance of Shares. The Certificate of Designation for the Preferred Stock shall provide that the Company shall take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Preferred Stock without violating the "Cap Regulations". If despite taking such steps, the Company is limited in the number of shares of Common Stock it may issue by the "Cap Regulations," to the extent that the Company cannot issue such shares of Common Stock, due upon a Notice of Conversion, without violating the Cap Regulations, the Company shall immediately notify Buyer the number of shares of the Preferred Stock which are not convertible as a result of said Cap Regulations (the "Unconverted Preferred Stock") and within five (5) business days of the applicable Notice of Conversion redeem the Unconverted Preferred Stock for an amount in cash (the "Redemption Amount") equal to the greater of (i) 125% of (A) the Stated Value of the Unconverted Preferred Stock, plus (B) all accrued but unpaid dividends on such shares or (ii) "Economic Benefit" of such Unconverted Preferred Stock. "ECONOMIC BENEFIT" for purposes of this Section 4.k. shall mean the dollar value derived if such Unconverted Preferred Stock were converted into Common Stock at the price set forth in the Notice of Conversion and the Common Stock was sold on the date of the Notice of Conversion at the closing bid price of the Common Stock on the date of the Notice of Conversion. The Certificate of Designation for the Preferred Stock shall contain provisions substantially consistent with the above terms, with such additional provisions as may be consented to by the Buyer. The provisions of this section are not intended to limit the scope of the provisions otherwise included in the Certificate of Designation.

Limitation on Issuance of Shares. The Certificate of Designation for Notwithstanding any other provision herein, the Preferred Stock Corporation shall provide that the Company shall take all steps reasonably necessary to not be in a position obligated to issue any shares of Common Stock on upon conversion of the Preferred Stock without violating if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Corporation may issue upon conversion of the Preferred Stock (the "Cap RegulationsAmount". If despite taking ) without breaching the Corporation's obligations under the rules or regulations of The Nasdaq Stock Market, Inc., except that such stepslimitation shall not apply in the event that the Corporation (a) obtains the approval of its stockholders as required by applicable rules of The Nasdaq Stock Market, Inc. for issuances of Common Stock in excess of such amount or (b) obtains a written opinion from outside counsel to the Corporation that such approval is not required, which opinion shall be reasonably satisfactory to the holders of a majority of the shares of Preferred Stock then outstanding; provided, however, that notwithstanding anything herein to the contrary, the Company Corporation, will issue (x) such number of shares of Common Stock issuable upon conversion of the Preferred Stock at the then current Conversion Price up to the Cap Amount, (y) such number of shares of Common Stock issuable upon conversion of the remaining outstanding Preferred Stock at the closing bid price as reported by Bloomberg, L.P. on the date preceding the applicable Conversion Date, and (z) warrants to purchase such number of shares of Common Stock based on a ratio of 200,000 shares for each $1,000,000 of Preferred Stock which cannot be converted at the then current Conversion Price, which warrants shall have an exercise price equal to the then current market price and an exercise period of eighteen months from the date of issuance. Until such approval or written opinion is limited obtained, no holder of Preferred Stock pursuant to this Agreement shall be issued, upon conversion of shares of Preferred Stock, shares of Common Stock in an amount greater than the product of (i) the Cap Amount amount multiplied by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock issued to such holder pursuant to this Agreement and the denominator of which is the aggregate amount of all the shares of Preferred Stock issued to the holders pursuant to this Agreement (the "Cap Allocation Amount"). In the event that any holder of Preferred Stock shall convert all of such holder's shares of Preferred Stock into a number of shares of Common Stock which, in the aggregate, is less than such holder's Cap Allocation Amount, then the difference between such holder's Cap Allocation Amount and the number of shares of Common Stock it may issue by the "Cap Regulations," actually issued to such holder shall be allocated to the extent that respective Cap Allocation Amounts of the Company cannot issue such shares remaining holders of Common Stock, due upon Preferred Stock on a Notice of Conversion, without violating the Cap Regulations, the Company shall immediately notify Buyer pro rata basis in proportion to the number of shares of the Preferred Stock which are not convertible as a result of said Cap Regulations (the "Unconverted Preferred Stock") and within five (5) business days of the applicable Notice of Conversion redeem the Unconverted Preferred Stock for an amount in cash (the "Redemption Amount") equal to the greater of (i) 125% of (A) the Stated Value of the Unconverted Preferred Stock, plus (B) all accrued but unpaid dividends on then held by each such shares or (ii) "Economic Benefit" of such Unconverted Preferred Stock. "ECONOMIC BENEFIT" for purposes of this Section 4.k. shall mean the dollar value derived if such Unconverted Preferred Stock were converted into Common Stock at the price set forth in the Notice of Conversion and the Common Stock was sold on the date of the Notice of Conversion at the closing bid price of the Common Stock on the date of the Notice of Conversion. The Certificate of Designation for the Preferred Stock shall contain provisions substantially consistent with the above terms, with such additional provisions as may be consented to by the Buyer. The provisions of this section are not intended to limit the scope of the provisions otherwise included in the Certificate of Designationholder.

Limitation on Issuance of Shares. The Certificate of Designation for the Preferred Stock shall provide that the Company shall take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Preferred Stock without violating the "Cap Regulations". If despite taking such steps, the Company is limited in the number of shares of Common Stock it may issue by the "Cap Regulations," to the extent that the Company cannot issue such shares of Common Stock, due upon a Notice of Conversion, without violating the Cap Regulations, the Company shall immediately notify Buyer the number of shares of the Preferred Stock which are not convertible as a result of said Cap Regulations (the "Unconverted Preferred Stock") and within five (5) business days of the applicable Notice of Conversion redeem the Unconverted Preferred Stock for an amount in cash (the "Redemption Amount") equal to the greater of (i) 125% of (A) the Stated Value of the Unconverted Preferred Stock, plus (B) all accrued but unpaid dividends on such shares or (ii) "Economic Benefit" of such Unconverted Preferred Stock. "ECONOMIC BENEFITEconomic Benefit" for purposes of this Section 4.k. shall mean the dollar value derived if such Unconverted Preferred Stock were converted into Common Stock at the price as set forth in the Notice of Conversion and the Common Stock was sold on the date of the Notice of Conversion at the closing bid price of the Common Stock on the date of the Notice of Conversion. The Certificate of Designation for the Preferred Stock shall contain provisions substantially consistent with the above terms, with such additional provisions as may be consented to by the Buyer. The provisions of this section are not intended to limit the scope of the provisions otherwise included in the Certificate of Designation.

Limitation on Issuance of Shares. The Certificate of Designation for the Preferred Stock shall provide that the Company shall take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Preferred Stock without violating the "Cap Regulations". If despite taking such steps, the Company is limited in the number of shares of Common Stock it may issue by the "Cap Regulations," to the extent that the Company cannot issue such shares of Common Stock, due upon a Notice of Conversion, without violating the Cap Regulations, the Company shall immediately notify Buyer the number of shares of the Preferred Stock which are not convertible as a result of said Cap Regulations (the "Unconverted Preferred Stock") and within five (5) business days of the applicable Notice of Conversion redeem the Unconverted Preferred Stock for an amount in cash (the "Redemption Amount") equal to the greater of (i) 125% of (A) the Stated Value of the Unconverted Preferred Stock, plus (B) all accrued but unpaid dividends on such shares or (ii) "Economic Benefit" of such Unconverted Preferred Stock. "ECONOMIC BENEFITEconomic Benefit" for purposes of this Section 4.k4.i. shall mean the dollar value derived if such Unconverted Preferred Stock were converted into Common Stock at the price as set forth in the Notice of Conversion and the Common Stock was sold on the date of the Notice of Conversion at the closing bid price of the Common Stock on the date of the Notice of Conversion. The Certificate of Designation for the Preferred Stock shall contain provisions substantially consistent with the above terms, with such additional provisions as may be consented to by the Buyer. The provisions of this section are not intended to limit the scope of the provisions otherwise included in the Certificate of Designation.

Limitation on Issuance of Shares. The Certificate of Designation for the Preferred Stock shall provide that the Company shall take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Preferred Stock without violating the "Cap Regulations". If despite taking such steps, the Company is limited in the number of shares of Common Stock it may issue by the "Cap Regulations," to the extent that the Company cannot issue such shares of Common Stock, due upon a Notice of Conversion, without violating the Cap Regulations, the Company shall immediately notify Buyer the number of shares of the Preferred Stock which are not convertible as a result of said Cap Regulations (the "Unconverted Preferred Stock") and within five (5) business days of the applicable Notice of Conversion redeem the Unconverted Preferred Stock for an amount in cash (the "Redemption Amount") equal to the greater of (i) 125% of (A) the Stated Value of the Unconverted Preferred Stock, plus (B) all accrued but unpaid dividends on such shares or (ii) "Economic Benefit" of such Unconverted Preferred Stock. "ECONOMIC BENEFIT" for purposes of this Section 4.k. shall mean the dollar value derived if such Unconverted Preferred Stock were converted into Common Stock at the price as set forth in the Notice of Conversion and the Common Stock was sold on the date of the Notice of Conversion at the closing bid price of the Common Stock on the date of the Notice of Conversion. The Certificate of Designation for the Preferred Stock shall contain provisions substantially consistent with the above terms, with such additional provisions as may be consented to by the Buyer. The provisions of this section are not intended to limit the scope of the provisions otherwise included in the Certificate of Designation.