Common use of Restriction on Sale of Capital Stock Clause in Contracts

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior 10 days written consent of notice to the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock’s Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without written notice to the Investor given five business days prior written consent of the Investorto undertaking such action, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock’s Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock's Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without providing the Investor ten (10) business days prior written consent of the Investornotice, issue or sell (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock's Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without five (5) days written notice to the prior written consent of the Investor, Investor (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not Notwithstanding the forgoing, the Company shall be unreasonably withheldentitled to issue up to 5,000,000 shares to its Chief Financial Officer for services rendered.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, not issue or sell (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock's Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) without thirty (30 calendar days prior written notice to the Investor file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the five (5) business days prior written consent of notice to the Investor, issue or sell (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock's Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the ten (10) calendar days prior written consent of notice to the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the ten (10) business days prior written consent of notice to the Investor, issue or sell (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock’s Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall notnot issue or sell, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock’s Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without 10 days written notice to the prior written consent of the InvestorInvesteor, (i) issue or sell any Common Stock or Preferred Prefered Stock without consideration conideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, call or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall notnot issue or sell, without the prior written consent of the Investor, which shall not unreasonably withheld, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock's Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock PreferredStock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock's Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not , provided, however, that the Company shall be unreasonably withheldpermitted to register under a Registration Statement on Form S-8 those shares of Common Stock issued upon exercise of stock options granted under the Company's 2005 Stock Option Plan as of the date hereof.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without 10 days written notice to the prior written consent of the Investor, Investor (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the such Common Stock's Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. Consent will not be unreasonably withheld, except for a registration statement for seven and one-half percent (7.5%) of the total issued and outstanding shares of the Company's Common Stock as of the date the registration statement is filed, under the Company's bona fide Employee Benefit Plan.