Common use of Insufficient Authorized Shares Clause in Contracts

Insufficient Authorized Shares. If at any time while any of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately 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 Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion exercise of the Preferred Shares Warrants at least a number of shares of Common Stock equal to 100% (the "Required Reserve Amount Amount") of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (an "Authorized Share Failure"), then the Company shall immediately 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 Preferred Shares Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares remain this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock or Series 1 Preferred Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock and Series 1 Preferred Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) 120 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and/or Series 1 Preferred Stock, as the case may be. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and/or Series 1 Preferred Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any of the Preferred Shares Registered Warrants remain outstanding outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately as soon as practicable use its reasonable best efforts to take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Preferred Shares Registered Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares remain this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion exercise of the Preferred Shares this Warrant at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock (the "Required Reserve Amount Amount") as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding (an "Authorized Share Failure"), then the Company shall immediately 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 Preferred Shares this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share FailureAUTHORIZED SHARE FAILURE"), then the Company shall immediately 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 Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If If, notwithstanding Section 7(a), and not in limitation thereof, at any time while any of the Preferred Shares Debentures remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion of the Preferred Debentures or other issuances of Common Shares hereunder at least a number of shares of Common Stock Shares equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Debentures then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety seventy five (9075) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock Shares and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If If, notwithstanding Section 9(a), and not in limitation thereof, at any time while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety twenty (9020) days Business Days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares New Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares New Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares New Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety seventy-five (9075) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and provide each stockholder with an information statement with respect thereto or (y) hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion exercise of the Preferred Shares this Warrant and Warrants of like tenor at least a number of shares of Common Stock equal as shall from time to time be necessary to effect the Required Reserve Amount exercise of all of the Warrants of like tenor then outstanding (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount required amount for the Preferred Shares Warrants of like tenor then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board Board of directors Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and provide each stockholder with an information statement with respect thereto or (y) hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety one hundred-twenty (90120) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of -------------------------------- the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion Conversion of the Preferred Shares Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share FailureAUTHORIZED SHARE FAILURE"), then the Company shall immediately 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 Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If If, notwithstanding Section 10(a), and not in limitation thereof, at any time while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares Convertible Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Class A Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Convertible Notes at least a number of shares of Class A Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Class A Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Convertible Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety seventy-five (9075) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Class A Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Class A Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If If, notwithstanding Section 10(a), and not in limitation thereof, at any time while any of the Preferred Shares Series 2 Debentures remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Series 2 Debentures at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Series 2 Debentures then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share FailureAUTHORIZED SHARE FAILURE"), then the Company shall immediately 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 Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If If, notwithstanding Section 10(a), and not in limitation thereof, at any time while any of the Preferred Shares Series 1 Debentures remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Series 1 Debentures at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Series 1 Debentures then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares remain this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion exercise of the Preferred Shares this Warrant at least a number of shares Common Shares equal to 100% (the "Required Reserve Amount") of the number of Common Stock equal Shares as shall from time to time be necessary to effect the Required Reserve Amount exercise of all of this Warrant then outstanding (an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders shareholders for the approval of an increase in the number of authorized shares of Common StockShares. In connection with such meeting, the Company shall provide each stockholder shareholder with a proxy statement and shall use its best efforts to solicit its stockholdersshareholders' approval of such increase in authorized shares of Common Stock Shares and to cause its board of directors to recommend to the stockholders shareholders that they approve such proposal.

Insufficient Authorized Shares. If at any time following the Stockholder Approval Date while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "Authorized Share Failure"), then the Company shall immediately 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 Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while when any of the Preferred Shares remain outstanding Note remains outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock Shares to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Common Stock Shares equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action promptly use commercially reasonable efforts (including but not limited to requesting the shareholders of the Company to pass necessary resolutions) to increase the Company's ’s authorized shares of Common Stock share capital to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, if required pursuant to the Charter Documents or applicable law, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety forty-five (9045) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders holders of Shares for the approval of an increase in the number of authorized shares of Common Stockshare capital. In connection with such meeting, the Company shall provide each stockholder holder of Shares with a proxy statement and shall use its best efforts to solicit its stockholders' such holders’ approval of such increase in authorized shares of Common Stock share capital and to cause its board the Board of directors Directors to recommend to the stockholders holders of Shares that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares remain this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock or Series B1 Preferred Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock and Series B1 Preferred Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) 180 2 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and/or Series B1 Preferred Stock, as the case may be. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and/or Series B1 Preferred Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety sixty (9060) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and provide each stockholder with an information statement with respect thereto or (y) hold a 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 provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board Board of directors Directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If at any time while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Class A Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares Notes at least a number of shares of Class A Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately take all action necessary to increase the Company's ’s authorized shares of Class A Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety seventy-five (9075) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Class A Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Class A Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

Insufficient Authorized Shares. If If, notwithstanding Section 7(a), and not in limitation thereof, at any time while any of the Preferred Shares Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an "“Authorized Share Failure"”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company's ’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Preferred Shares Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety seventy (9070) days after the occurrence of such Authorized Share Failure, the Company shall hold a 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 provide each stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its stockholders' ’ approval of such increase in authorized shares of Common Stock and to cause its board Board of directors Directors to recommend to the stockholders that they approve such proposal.