Common use of BREACH OF REPRESENTATION REGARDING OUTSTANDING SECURITIES Clause in Contracts

BREACH OF REPRESENTATION REGARDING OUTSTANDING SECURITIES. The parties specifically agree that if the Corporation's representation regarding outstanding securities set forth in Section 2.3 hereof and the related SCHEDULE 2(C) is incorrect, then (x) the Corporation shall promptly file and use its reasonable best efforts to have declared effective as soon as practicable thereafter the shelf resale registration statement contemplated by Section 2 of the "Registration Rights Agreement" being executed in connection herewith, notwithstanding the time periods set forth therein, (y) the Purchaser shall have the option to purchase (at a per share exercise price equal to the per share Purchase Price paid pursuant to this Agreement) the number of shares equal to 50% of the excess (the "Total Shortfall Number"), if any, of (A) the "Actual Fully Diluted Shares" OVER (B) the "Disclosed Fully Diluted Shares," AND (iii) if and only if the fair market value of the Total Shortfall Number of shares of Common Stock (based on the "Then Fair Market Value") exceeds $250,000, the Purchaser shall have the right, exercisable by written notice within 60 days of the "Shortfall Discovery Date," to require the Corporation to purchase all or any specified number of the shares of Common Stock then held by Purchaser, at a price equal to the greater of (i) the Then Fair Market Value, and (ii) the per share Purchase Price paid pursuant to this Agreement. For purposes of this Section 4.11:

BREACH OF REPRESENTATION REGARDING OUTSTANDING SECURITIES. The parties specifically agree that if the Corporation's representation regarding outstanding securities set forth in Section 2.3 hereof and the related SCHEDULE 2(CSchedule 2(c) is incorrect, then (x) the Corporation shall promptly file and use its reasonable best efforts to have declared effective as soon as practicable thereafter the shelf resale registration statement contemplated by Section 2 of the "Registration Rights Agreement" being executed in connection herewith, notwithstanding the time periods set forth therein, (y) the Purchaser shall have the option to purchase (at a per share exercise price equal to the per share Purchase Price paid pursuant to this Agreement) the number of shares equal to 50% of the excess (the "Total Shortfall Number"), if any, of (A) the "Actual Fully Diluted Shares" OVER over (B) the "Disclosed Fully Diluted Shares," AND and (iii) if and only if the fair market value of the Total Shortfall Number of shares of Common Stock (based on the "Then Fair Market Value") exceeds $250,000, the Purchaser shall have the right, exercisable by written notice within 60 days of the "Shortfall Discovery Date," to require the Corporation to purchase all or any specified number of the shares of Common Stock then held by Purchaser, at a price equal to the greater of (i) the Then Fair Market Value, and (ii) the per share Purchase Price paid pursuant to this Agreement. For purposes of this Section 4.11: