Common use of Exercise Limit Clause in Contracts

Exercise Limit. Notwithstanding anything to the contrary set forth in this Warrant, the Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant, and the holder of this Warrant shall not have the right to receive, upon such exercise, any shares of Common Stock, if the issuance of such shares of Common Stock would exceed the aggregate number of Shares of Common Stock which the Company may issue upon exercise or conversion, as applicable, of this Warrant, the other Warrants issuable pursuant to the Purchase Agreement, the Debentures, any interest payments payable pursuant to the Debentures, or any Performance Warrants, to remain in compliance with the Company's obligations under the rules or regulations of the Nasdaq OMX Market, which rules and regulations limit the amount of shares of Common Stock that the Company may issue to no more than an aggregate of 19.99% of the number of shares outstanding on the Closing Date (the "Exchange Cap"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of NASDAQ for issuances of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to majority stockholders. Until such approval or written opinion is obtained, no Purchaser shall be issued in the aggregate, upon exercise or conversion, as applicable, of this Warrant, the Debenture, the Class C Warrant or the Performance Warrant, if any, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the Purchase Price paid by such Purchaser pursuant to the Purchase Agreement on the Closing Date and the denominator of which is the aggregate offering amount pursuant to the Purchase Agreement on the Closing Date (with respect to each Purchaser, the "Exchange Cap Allocation"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Warrant, the transferee shall be allocated a pro rata portion of such Purchaser's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of this Warrant shall exercise all of such holder's Warrant into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap Allocation, then the difference between such holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of this Warrant on a pro rata basis in proportion to the aggregate exercise price of shares of this Warrant then held by each such holder.

Exercise Limit. Notwithstanding anything to the contrary set forth in this WarrantAgreement, the Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant, and the holder of this Warrant shall not have the right to receive, upon such exercise, any shares of Common Stock, Preferred Stock if the issuance of such shares of Common Stock would exceed the aggregate number of Shares shares of Common Stock which the Company may issue upon exercise or conversion, as applicable, conversion of this Warrant, the other Warrants issuable pursuant to the Purchase Agreement, the Debentures, any interest payments payable pursuant to the Debentures, or any Performance Warrants, Preferred Stock to remain in compliance with the Company's obligations under the rules or regulations of the Nasdaq OMX Trading Market, which rules and regulations limit the amount of shares of Common Stock that the Company may issue upon conversion of the Preferred Stock to no more than an aggregate of 19.99% of the number of shares outstanding on the Closing Date (the "“Exchange Cap"”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of NASDAQ the Trading Market for issuances of Common Stock in excess of such amount amount, or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to majority stockholders. Until such approval or written opinion In the event that the Company is obtained, no Purchaser shall be issued in the aggregate, upon exercise or conversionnot obligated, as applicablea result of the operation of the immediately preceding sentence, of this Warrant, the Debenture, the Class C Warrant or the Performance Warrant, if any, to issue any shares of Common Stock in an amount greater than the product that it would have otherwise be required to issue upon conversion of the Exchange Cap multiplied by a fraction, the numerator of which is the Purchase Price paid by such Purchaser pursuant to the Purchase Agreement on the Closing Date and the denominator of which is the aggregate offering amount pursuant to the Purchase Agreement on the Closing Date (with respect to each Purchaser, the "Exchange Cap Allocation"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Warrant, the transferee shall be allocated a pro rata portion of such Purchaser's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of this Warrant shall exercise all of such holder's Warrant into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap AllocationPreferred Stock, then the difference between such holder's Exchange Cap Allocation and Company shall issue the number of shares of Common Stock actually issued to such holder shall be allocated that it is obligated issue after giving effect to the respective Exchange Cap Allocations immediately preceding sentence and, in addition, on the date of the remaining holders of this Warrant on a pro rata basis in proportion such issuance, shall pay to the aggregate exercise price holder exercising conversion of Preferred Stock an amount in cash equal to the product of (a) the difference between (x) the number of shares of this Warrant then held Common Stock that the Company is obligated issue before giving effect to the immediately preceding sentence, minus (y) the number of shares of Common Stock that the Company is obligated issue after giving effect to the immediately preceding sentence, multiplied by each (b) the closing price of the Common Stock on the Trading Market on the Trading Day immediately preceding the date on which the notice of conversion is delivered to the Company by such holder.

Exercise Limit. Notwithstanding anything to the contrary set forth in this WarrantAgreement, the Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant, and the holder of this Warrant shall not have the right to receive, upon such exercise, any shares of Common Stock, Preferred Stock if the issuance of such shares of Common Stock would exceed the aggregate number of Shares shares of Common Stock which that the Company may issue upon exercise or conversion, as applicable, conversion of this Warrant, the other Warrants issuable pursuant to the Purchase Agreement, the Debentures, any interest payments payable pursuant to the Debentures, or any Performance Warrants, Preferred Stock to remain in compliance with the Company's ’s obligations under the rules or regulations of the Nasdaq OMX Trading Market, which rules and regulations limit the amount of shares of Common Stock that the Company may issue upon conversion of the Preferred Stock to no more than an aggregate of 19.99% of the number of shares outstanding on the Closing Date (the "“Exchange Cap"”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of NASDAQ the Trading Market for issuances of Common Stock in excess of such amount amount, or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to majority stockholders. Until such approval or written opinion In the event that the Company is obtained, no Purchaser shall be issued in the aggregate, upon exercise or conversionnot obligated, as applicablea result of the operation of the immediately preceding sentence, of this Warrant, the Debenture, the Class C Warrant or the Performance Warrant, if any, to issue any shares of Common Stock in an amount greater than the product that it would have otherwise be required to issue upon conversion of the Exchange Cap multiplied by a fraction, the numerator of which is the Purchase Price paid by such Purchaser pursuant to the Purchase Agreement on the Closing Date and the denominator of which is the aggregate offering amount pursuant to the Purchase Agreement on the Closing Date (with respect to each Purchaser, the "Exchange Cap Allocation"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Warrant, the transferee shall be allocated a pro rata portion of such Purchaser's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of this Warrant shall exercise all of such holder's Warrant into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap AllocationPreferred Stock, then the difference between such holder's Exchange Cap Allocation and Company shall issue the number of shares of Common Stock actually issued to such holder shall be allocated that it is obligated issue after giving effect to the respective Exchange Cap Allocations immediately preceding sentence and, in addition, on the date of the remaining holders of this Warrant on a pro rata basis in proportion such issuance, shall pay to the aggregate exercise price holder exercising conversion of Preferred Stock an amount in cash equal to the product of (a) the difference between (x) the number of shares of this Warrant then held Common Stock that the Company is obligated issue before giving effect to the immediately preceding sentence, minus (y) the number of shares of Common Stock that the Company is obligated issue after giving effect to the immediately preceding sentence, multiplied by each (b) the closing price of the Common Stock on the Trading Market on the Trading Day immediately preceding the date on which the notice of conversion is delivered to the Company by such holder.

Exercise Limit. Notwithstanding anything to the contrary set forth in this Warrant, the Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant, and the holder of this Warrant shall not have the right to receive, upon such exercise, any shares of Common Stock, if the issuance of such shares of Common Stock would exceed the aggregate number of Shares of Common Stock which the Company may issue upon exercise or conversion, as applicable, of this Warrant, the other Warrants issuable pursuant to the Purchase Agreement, the Debentures, any interest payments payable pursuant to the Debentures, or any Performance Warrants, to remain in compliance with the Company's obligations under the rules or regulations of the Nasdaq OMX Market, which rules and regulations limit the amount of shares of Common Stock that the Company may issue to no more than an aggregate of 19.99% of the number of shares outstanding on the Closing Date (the "Exchange Cap"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of NASDAQ for issuances of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to majority stockholders. Until such approval or written opinion is obtained, no Purchaser shall be issued in the aggregate, upon exercise or conversion, as applicable, of this Warrant, the Debenture, the Class C C&D Warrant or the Performance Warrant, if any, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the Purchase Price paid by such Purchaser pursuant to the Purchase Agreement on the Closing Date and the denominator of which is the aggregate offering amount pursuant to the Purchase Agreement on the Closing Date (with respect to each Purchaser, the "Exchange Cap Allocation"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Warrant, the transferee shall be allocated a pro rata portion of such Purchaser's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of this Warrant shall exercise all of such holder's Warrant into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap Allocation, then the difference between such holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of this Warrant on a pro rata basis in proportion to the aggregate exercise price of shares of this Warrant then held by each such holder.