Common use of Insufficient Authorized and Reserved Shares Clause in Contracts

Insufficient Authorized and Reserved Shares. The Company shall at all times have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least a number of shares of Common Stock equal to the Required Reserve Amount (any failure to satisfy such share reservation requirement, a “Reserved Share Failure”). If at any time a Reserved Share Failure shall occur, then the Company shall use its best efforts immediately to take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Reserved Share Failure, but in no event later than sixty (60) days after the occurrence of such Reserved Share Failure, the Company shall use its best efforts to either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock or (y) hold a special meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock, to cause its Board of Directors to recommend to the stockholders that they approve such proposal and to cause its management to vote in favor of such proposal.