Common use of Parent Common Stock Clause in Contracts

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 2,700,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, not including the shares of Parent Common Stock to be issued in the Private Placement and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) ), to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 7,694,700 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstandingoutstanding and that, and that except as set forth on Schedule 3.4 no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 21,244,114 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities Equity Securities shall be issued issued, issuable or outstanding.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 12,250,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 1,961,200 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that that, with the exception of 812,000 additional shares of Common Stock issuable pursuant to various warrant, option and other contractual arrangements, no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 1,495,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which to be issued in exchange for the Company Common Stock is converted Shares at the Effective Time Closing pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.3(a) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time Closing there will be no more than 2,500,000 1,200,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, not including the shares of Parent Common Stock to be issued in the Private Placement and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purposepurposes. Parent further covenants that immediately prior to upon the Effective Time Time, Parent will effect cancellations of its outstanding shares of Common Stock and that there will be no more than 2,500,000 2,595,663 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 10,000,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, outstanding and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock in accordance with the attached Schedule 1.08 and that there will be no more than 2,500,000 12,604,950 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 4,000,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 1,294,144 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and and, except as set forth in Schedule 3.4, that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 1,100,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 1,800,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 4,000,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 2,580,141 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 approximately 2,150,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any optionsEquity Securities and those disclosed in the Parent SEC Documents, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued issued, issuable or outstanding.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 3,788,874 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of 11,166,668 outstanding control shares of Parent Common Stock and that there will be no more than 2,500,000 4,000,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 1,530,600 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that including 1,000,000 shares of Common Stock which were escrowed pursuant to the promissory notes issued by the Parent.and no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

Parent Common Stock. (a) Parent agrees that it will cause the Parent Common Stock into which the Company United Common Stock and the United Preferred Stock is converted at the Effective Time pursuant to Section 1.5(a)(iiSections 3.1(c) and 1.5(a)(iii3.1(d) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 2,000,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, outstanding and that no other common or preferred stock or equity securities of Parent or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities of Parent shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 1,180,596 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, not including shares of Parent Common Stock that may be issued in the Private Placement or upon conversion of any Bridge Notes, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 1,350,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, not including the shares of Parent Common Stock to be issued in connection with the Private Placement and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 8,500,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 27,878,060 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and and, except as set forth in Schedule 3.4 or in the Parent SEC Documents, that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 6,000,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, not including the shares of Parent Common Stock to be issued in the Private Placement and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 1,850,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 2,500,000 approximately 875,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 29,688,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 5,975,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Parent Common Stock. Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii1.06(a)(ii) to be available for such purposepurposes. Parent further covenants that immediately prior to following the Effective Time Time, Parent will effect cancellations of its outstanding shares of Parent Common Stock and that there will be no more than 2,500,000 2,150,000 shares of Parent Common Stock (plus that number of shares necessary to adjust for any averaging up resulting from the reverse split of Parent described in the Definitive Proxy of Parent, filed December 4, 2006) issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.