Common use of Increase in Authorized Shares Clause in Contracts

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrant. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the WarrantWarrants. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures Preferred Stock (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures Preferred Stock and the WarrantWarrants. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the WarrantWarrants. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting in full all of the full outstanding principal amount shares of Debentures Preferred Stock (and paying any accrued but unpaid interest dividends in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 thirty (30) Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrant200,000,000 shares. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 five (5) Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a notice of exercise or conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date Warrant Shares or (b) honoring Underlying Shares, as the case may be, issuable upon exercise in full of all of the Warrant Warrants and issuable upon conversion in full of the Preferred Stock due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares so as reasonably requested by the Purchaser in order to provide enough shares for such number issuance of authorized the Warrant Shares and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the WarrantUnderlying Shares. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no stockholders as soon as practicable, but in any event not later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company Seller would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing Shares as would then be issuable upon a conversion to permit the Purchaser to receive the shares subscribed for (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant "Current Required Minimum"), due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Seller shall cause the Board of Directors of the Company shall to promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company Seller to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrant. In connection therewith, the Seller shall make sure that the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Shares in accordance with the terms hereof) and (c) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company would be, if a ----------------------------- notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting issuing 200% of the full outstanding principal amount number of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise Underlying Shares as would then be issuable upon a conversion in full of the Warrant Debentures and exercise of the Warrants (the "Current Required Minimum"), in either case, due to the ------------------------ unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by would meet the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the WarrantCurrent Required Minimum. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the earlier to occur of the 60th day after delivery of the proxy materials relating to such meetingmeeting and the 90th day after request by a holder of Securities to issue the number of Underlying Shares in accordance with the terms hereof) and (c) within 5 five Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase. The Company shall and shall also use its best effort to cause management of the Company to vote all shares of Common Stock held by the Company and management of the Company in favor of all resolutions to increase the authorized stock of the Company required hereunder.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting 125% of the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's certificate ’s restated articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the WarrantWarrants. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate ’s articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting 105% of the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's certificate ’s restated articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the WarrantWarrants. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate ’s articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time as If on any date the Company Seller would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from issuing Shares as would then be issuable upon a conversion to permit the Purchaser to receive the Return (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest "Current Required Minimum"), in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant either case, due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved shares of Common Stock, then the Seller shall cause the Board of Directors of the Company shall to promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's certificate or articles of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser Purchasers in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company Seller to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrant. In connection therewith, the Seller shall make sure that the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th earlier to occur of the sixtieth (60th) day after delivery of the proxy materials relating to such meetingmeeting and the ninetieth (90th) day after request by a holder of Securities to issue the number of Shares in accordance with the terms hereof) and (c) within 5 five (5) Business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate or articles of incorporation to evidence such increase.

Increase in Authorized Shares. At such time times as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting 200% of the full outstanding principal amount of Debentures (and paying any accrued but earned and unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired reserved Common Stock, the Board of Directors of the Company shall promptly (and in any case case, within 30 Business Days from such date) prepare and mail to the shareholders stockholders of the Company proxy materials requesting authorization to amend the Company's certificate Certificate of incorporation Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrant. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders stockholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business business Days of obtaining such shareholder stockholder authorization, file an appropriate amendment to the Company's certificate Certificate of incorporation Incorporation to evidence such increase.

Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) Notes that remain unconverted at such date or (b) honoring the exercise in full of the Warrant due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 45 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such a number of shares as reasonably requested by equal to the Purchaser in order to provide for such number sum of authorized and unissued (i) all shares of Common Stock to enable then outstanding, (ii) the Company to comply with its conversion, exercise and reservation number of shares obligations of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Notes) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, and (iii) 100% of the number of Underlying Shares as set forth would then be issuable upon a conversion in this Agreement, full of the Debentures and the Warrantthen outstanding Notes. In connection therewith, the Board of Directors shall (ax) adopt proper resolutions authorizing such increase, (by) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (cz) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.