Common use of BLACKOUT SHARES Clause in Contracts

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (such period, a “Blackout Period”). (b) In the event that, (i) within fifteen (15) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price on the Trading Day immediately preceding the applicable Blackout Period (“OLD BID PRICE”) is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“NEW BID PRICE”), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “BLACKOUT SHARES”) equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “REMAINING PUT SHARES”) multiplied by the Old Bid Price, divided by the New Bid Price, over (y) the Remaining Put Shares.

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the to such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Blackout Event either has been disclosed to the public or no longer constitutes a Potential Material Blackout Event (such period, a “"Blackout Period”"). (b) In the event that, (i) within fifteen (15) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price on the Trading Day immediately preceding the applicable Blackout Period (“"OLD BID PRICE”") is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“"NEW BID PRICE”"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “"BLACKOUT SHARES”") equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “"REMAINING PUT SHARES”") multiplied by the Old Bid Price, divided by the New Bid Price, over (y) the Remaining Put Shares.

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (such period, a “"Blackout Period”"). (b) In the event that, (i) within fifteen (15) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price on the Trading Day immediately preceding the applicable Blackout Period (“"OLD BID PRICE”") is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“"NEW BID PRICE”"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “"BLACKOUT SHARES”") equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “"REMAINING PUT SHARES”") multiplied by the Old Bid Price, divided by the New Bid Price, over (y) the Remaining Put Shares.

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the to such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Blackout Event either has been disclosed to the public or no longer constitutes a Potential Material Blackout Event (such period, a “Blackout Period”). (b) In the event that, (i) within fifteen (15) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price on the Trading Day immediately preceding the applicable Blackout Period (“OLD BID PRICE”) is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“NEW BID PRICE”), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “BLACKOUT SHARES”) equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “REMAINING PUT SHARES”) multiplied by the Old Bid Price, divided by the New Bid Price, over (y) the Remaining Put Shares.

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the to such shares, from the time date of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Blackout Event either has been disclosed to the public or no longer constitutes a Potential Material Blackout Event (such period, a “"Blackout Period”"). (b) In the event that, (i) within fifteen (15) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price on the Trading Day immediately preceding the applicable Blackout Period (“"OLD BID PRICE”") is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“"NEW BID PRICE”"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “"BLACKOUT SHARES”") equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “"REMAINING PUT SHARES”") multiplied by the Old Bid Price, divided by the New Bid Price, over (y) the Remaining Put Shares.

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, Shares or Blackout Shares (as defined below), or engage in any other transaction involving or relating the such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (such period, a “"Blackout Period”"). (b) In the event that, (i) within fifteen (15) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price on the Trading Day immediately preceding the applicable Blackout Period (“"OLD BID PRICE”") is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“"NEW BID PRICE”"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “"BLACKOUT SHARES”") equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “"REMAINING PUT SHARES”") multiplied by the Old Bid Price, divided by the New Bid Price, over (y) the Remaining Put Shares.

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the to such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (such period, a “"Blackout Period”"). (b) In the event that, (i) within fifteen five (155) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price on the Trading Day immediately preceding the applicable Blackout Period (“OLD BID PRICE”"Old Bid Price") is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“NEW BID PRICE”"New Bid Price"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “BLACKOUT SHARES”"Blackout Shares") equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “REMAINING PUT SHARES”"Remaining Put Shares") multiplied by the Old Bid Price, divided by the New Bid Price, over (y) the Remaining Put Shares.

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (such period, a “Blackout Period”). (b) In the event that, (ia) within fifteen (15) Trading Days following any Closing Date, the Company delivers gives a Blackout Notice to InvestorInvestor of a Blackout Period as defined in, and in accordance with the Registration Rights Agreement, and (iib) the Closing Bid Price on the Trading Day immediately preceding the applicable such Blackout Period (“"OLD BID PRICE”") is greater than the Closing Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“"NEW BID PRICE”"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “"BLACKOUT SHARES”") equal to the excess of difference between (xi) the product of (a) the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “Date(the "REMAINING PUT SHARES”) multiplied by SHARES")times the Old Bid Price, divided by (b) the New Bid Price, over and (yii) the Remaining Put Shares. [Notwithstanding the foregoing, the Company shall be under no obligation to issue Blackout Shares to the extent that the number of Put Shares and Blackout Shares issued pursuant to this Agreement shall exceed the result of the total Investment Amount invested by the Investor pursuant to this Agreement divided by the current par value of the Common Stock. The Company and the Investor covenant and agree that the Investment Amount is the consideration paid for the Put Shares and the Blackout Shares. The Company covenants and agrees that it will not without the prior written consent of the Investor increase the par value of its Common Stock until 90 days after the end of the Commitment Period.

BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the to such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (such period, a “"Blackout Period”"). (b) In the event that, (i) within fifteen five (155) Trading Days following any Closing Date, the Company delivers a Blackout Notice to Investor, and (ii) the Closing Bid Price VWAP on the Trading Day immediately preceding the applicable Blackout Period (“OLD BID PRICE”"Old VWAP Price") is greater than the Closing Bid Price VWAP on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“NEW BID PRICE"New VWAP”), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “BLACKOUT SHARES”"Blackout Shares") equal to the excess of (x) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “REMAINING PUT SHARES”"Remaining Put Shares") multiplied by the Old Bid VWAP Price, divided by the New Bid VWAP Price, over (y) the Remaining Put Shares.