Common use of Sufficient Number of Shares Registered Clause in Contracts

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available registered under a Registration Statement filed pursuant to Section 2(a) of this Agreement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement Conversion Shares or all of an Investor's ’s allocated portion of the Registrable Securities Conversion Shares pursuant to Section 2(b)) of this Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% one hundred thirty percent (130%) of the number of such Registrable Securities Conversion Shares as of the trading day immediately preceding the date of the filing of such amendment or and/or new Registration Statement, in each case, as soon as practicable, but in any no event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient sufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence Conversion Shares shall be made without regard to any limitations on the conversion of the Notes Series AA Preferred, and such calculation shall assume that all of the Notes Series AA Preferred are then convertible into exercisable for, shares of Common Stock at the then prevailing Conversion Rate (as defined in the NotesCertificate), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(b2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement on Form S-3 (on the short form available thereforor Form S-1 or any other applicable form, if applicableForm S-3 is not available to the Company), or both, so as to cover at least 100% of the number of such Registrable Securities Required Registration Amount as of the trading day Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days Business Days after the necessity therefor arises. The Company shall use its best commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate time by (as defined in the Notes), if applicableii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available registered under a Registration Statement filed pursuant to Section 2(a) of this Agreement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or all of an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b)) of this Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% one hundred five percent (105%) of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or and/or new Registration Statement, in each case, as soon as practicable, but in any no event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient sufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, and such calculation shall assume that all of the Notes are then convertible into into, and all of the Warrants are then exercisable for, shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) or Warrant Exercise Price (as defined in the Warrants), if as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement is less than the number of Registrable Securities covered by such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities Required Registration Amount as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available registered under a Registration Statement filed pursuant to Section 2(a) of this Agreement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement Conversion Shares and Warrant Shares or all of an Investor's allocated portion of the Registrable Securities Conversion Shares and Warrant Shares pursuant to Section 2(b)) of this Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% one hundred five percent (105%) of the number of such Registrable Securities Conversion Shares and Warrant Shares as of the trading day immediately preceding the date of the filing of such amendment or and/or new Registration Statement, in each case, as soon as practicable, but in any no event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient sufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence Conversion Shares and Warrant Shares shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, and such calculation shall assume that all of the Notes are then convertible into into, and all of the Warrants are then exercisable for, shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) or Warrant Exercise Price (as defined in the Warrants), if as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available registered under a Registration Statement filed pursuant to Section 2(a) of this Agreement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement Conversion Shares and Warrant Shares or all of an Investor's ’s allocated portion of the Registrable Securities Conversion Shares and Warrant Shares pursuant to Section 2(b)) of this Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% one hundred thirty percent (130%) of the number of such Registrable Securities Conversion Shares and Warrant Shares as of the trading day immediately preceding the date of the filing of such amendment or and/or new Registration Statement, in each case, as soon as practicable, but in any no event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient sufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence Conversion Shares and Warrant Shares shall be made without regard to any limitations on the conversion of the Notes Preferred Shares or the exercise of the Warrants, and such calculation shall assume that all of the Notes Preferred Shares and all of the Warrants are then convertible into exercisable for, shares of Common Stock at the then prevailing Conversion Rate (as defined in the NotesCertificate of Designations) or Warrant Exercise Price (as defined in the Warrants), if as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes required to be covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes Preferred Shares or the exercise of the Warrants and such calculation shall assume that the Notes Preferred Shares and the Warrants are then convertible or exercisable into shares of Common Stock at and assuming the then prevailing Conversion Rate maximum amount of Dividends (as defined in the Notes), if applicableCertificate of Designations) relating to the Preferred Shares will be paid on the Preferred Shares.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in Statement is less than the foregoing sentence shall be made without regard to any limitations on the conversion number of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicableRegistrable Securities.

Sufficient Number of Shares Registered. In the event the number of -------------------------------------- shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100125% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes Preferred Shares covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes Preferred Shares and such calculation shall assume that the Notes Preferred Shares are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the NotesCertificate of Designations), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities Required Registration Amount as of the trading day Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion exercise of the Notes Warrants and such calculation shall assume that the Notes Warrants are then convertible into exercisable for shares of Common Stock at the then prevailing Conversion Rate Exercise Price (as defined in the NotesWarrants), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a2(a)(i) or 2(a)(ii) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investorany Holder's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities Required Registration Amount as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into for shares of Common Stock at the then prevailing Conversion Rate Price (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a the Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such the Registration Statement or an Investor's ’s allocated portion of the such Registrable Securities pursuant to Section 2(b), the Company shall shall, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises (the “Additional Filing Deadline”), amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover register for resale at least 100that number of shares of Common Stock equal to 200% of the number of such Registrable Securities as principal amount of the trading day immediately preceding Notes then outstanding divided by the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arisesConversion Price. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in any event not later than thirty (30) days following the filing thereof (the “Additional Effectiveness Deadline”). For purposes of the foregoing provision, the number of shares available under a the Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at as of any time the number date of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than determination the number of shares of Common Stock available for resale under such Registration Statementequal to 125% of the principal amount of the Notes then outstanding divided by the Conversion Price. The calculation calculations set forth in the foregoing sentence this paragraph shall be made without regard to any limitations on the conversion of the Notes Notes, and such calculation calculations shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicablePrice.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or 2(b) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities Required Registration Amount as of the trading day Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required and permitted by the SEC to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities Required Registration Amount as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor therefore arises. The Company shall use its best commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard , subject to any limitations on imposed by the conversion SEC, is less than the number of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicableRegistrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a the Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such the Registration Statement or an Investor's ’s allocated portion of the such Registrable Securities pursuant to Section 2(b), the Company shall shall, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises (the “Additional Filing Deadline”), amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover register for resale at least 100that number of shares of Common Stock equal to 125% of the number shares of such Registrable Securities as Common Stock issuable upon conversion of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arisesShares. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in any event not later than thirty (30) days following the filing thereof (the “Additional Effectiveness Deadline”). For purposes of the foregoing provision, the number of shares available under a the Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at as of any time the number date of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than determination the number of shares of Common Stock available for resale under such Registration Statementequal to 125% of the number of shares issuable conversion of the Shares. The calculation calculations set forth in the foregoing sentence this paragraph shall be made without regard to any limitations on the conversion of the Notes Shares, and such calculation calculations shall assume that the Notes Shares are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicableStock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b2(c), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes outstanding Preferred Shares and exercise of the outstanding and then exercisable Warrants covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100120% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon promptly as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares 105% of Common Stock available for resale under such the Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities Required Registration Amount as of the trading day Trading Day (as defined in the Notes) immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(b2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities Required Registration Amount as of the trading day Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes and such calculation shall assume that the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by which such Registration Statement is required to cover or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100150% of the number of such Registrable Securities as (based on the market price of the Common Stock on the trading day immediately preceding the date of the filing of such amendment or new Registration Statement), in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes Preferred Shares and exercise of the Warrants covered by such Registration Statement is greater than the quotient determined by dividing (i) the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.Common

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by which such Registration Statement is required to cover or an InvestorBuyer's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% that number of shares of Common Stock equal to the sum of (x) the number of such Registrable Securities Conversion Shares issuable upon conversion of the Preferred Shares (without regard to any limitations on conversions) as of the trading day date immediately preceding the date of the filing of such amendment or new Registration StatementStatement is filed with the SEC, plus (y) the number of Conversion Shares held by the Buyers as of the date immediately preceding the date such amendment or new Registration Statement is filed with the SEC , in each case, as soon as practicable, but in any event not later than fifteen (15) business days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available registered under a Registration Statement filed pursuant to Section 2(a) of this Agreement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement Conversion Shares and Warrant Shares or all of an Investor's ’s allocated portion of the Registrable Securities Conversion Shares and Warrant Shares pursuant to Section 2(b)) of this Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% one hundred fifty percent (150%) of the number of such Registrable Securities Conversion Shares and Warrant Shares as of the trading day immediately preceding the date of the filing of such amendment or and/or new Registration Statement, in each case, as soon as practicable, but in any no event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient sufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence Conversion Shares and Warrant Shares shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, and such calculation shall assume that all of the Notes are then convertible into into, and all of the Warrants are then exercisable for, shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) or Warrant Exercise Price (as defined in the Warrants), if as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available registered under a Registration Statement filed pursuant to Section 2(a) of this Agreement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement Conversion Shares and Warrant Shares or all of an Investor's ’s allocated portion of the Registrable Securities Conversion Shares and Warrant Shares pursuant to Section 2(b)2(c) of this Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% one hundred fifty percent (150%) of the number of such Registrable Securities Conversion Shares and Warrant Shares as of the trading day immediately preceding the date of the filing of such amendment or and/or new Registration Statement, in each case, as soon as practicable, but in any no event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof but in no event later than sixty (60) days after the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient sufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence Conversion Shares and Warrant Shares shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, and such calculation shall assume that all of the Notes are then convertible into into, and all of the Warrants are then exercisable for, shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) or Warrant Exercise Price (as defined in the Warrants), if as applicable.

Sufficient Number of Shares Registered. In the event the number -------------------------------------- of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best all reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), if applicable.