Common use of Issuance of Debentures and Warrants Clause in Contracts

Issuance of Debentures and Warrants. The Debentures and the Warrants are duly authorized, and, when issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusals of any kind (collectively, "LIENS"). The Company has and at all times while the Debentures and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Warrants and the Debentures and in no circumstances shall such reserved and available shares of Common Stock be less than the sum of (i) 200% of (A) the number of shares of Common Stock as would be issuable upon conversion in full of the Debentures, assuming such conversion were effected on the Original Issue Date and (B) the number of shares of Common Stock as are issuable as payment of interest on the Debentures, and (ii) the number of shares of Common Stock as are issuable upon exercise in full of the Warrants (the "INITIAL RESERVE"). If at any time the sum of the number of shares of Common Stock issuable (a) upon conversion in full of the then outstanding Debentures, (b) as the payment of interest on the Debentures (assuming all such interest is to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, the Company shall duly reserve 200% of the number of shares of Common Stock equal to such excess to fulfill such obligations. The obligation shall similarly apply to successive excesses. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest in respect thereof and upon exercise of the Warrants are sometimes referred to herein as the "UNDERLYING SHARES," and the Debentures, Warrants and Underlying Shares are, collectively, the "SECURITIES." When issued in accordance with the terms of the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens.

Issuance of Debentures and Warrants. The Debentures and the Warrants are duly authorized, and, when issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusals of any kind (collectively, "LIENSLiens"). The Company has and at all times while the Debentures and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Warrants and the Debentures and in no circumstances shall such reserved and available shares of Common Stock be less than the sum of (i) 200% of (A) two times the number of shares of Common Stock as would be issuable upon conversion in full of the Debentures, assuming such conversion were effected on the Original Issue Date and or the Filing Date (Bas defined in the Registration Rights Agreement defined below), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock as are issuable as payment of interest on the Debentures, and (iiiii) the number of shares of Common Stock as are issuable upon exercise in full of the Warrants (the "INITIAL RESERVE"). If at any time the sum of the number of shares of Common Stock issuable (a) upon conversion in full of the then outstanding Debentures, (b) as the payment of interest on the Debentures (assuming all such interest is to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, the Company shall duly reserve 200% of the number of shares of Common Stock equal to such excess to fulfill such obligations. The obligation shall similarly apply to successive excessesWarrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest in respect thereof and upon exercise of the Warrants are sometimes referred to herein as the "UNDERLYING SHARESUnderlying Shares," and the Debentures, Warrants and Underlying Shares are, collectively, the "SECURITIESSecurities." When issued in accordance with the terms of the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens.

Issuance of Debentures and Warrants. The Debentures and the Warrants are duly authorized, and, when issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusals of any kind (collectively, "LIENS"). The Company has and at all times while the Debentures and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Warrants and the Debentures and in no circumstances shall such reserved and available shares of Common Stock be less than the sum of (i) 200% of (A) two times the number of shares of Common Stock as would be issuable upon conversion in full of the Debentures, assuming such conversion were effected on the Original Issue Date and or the Filing Date (Bas defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock as are issuable as payment of interest on the Debentures, and (iiiii) the number of shares of Common Stock as are issuable upon exercise in full of the Warrants (the "INITIAL RESERVE"). If at any time the sum of the number of shares of Common Stock issuable (a) upon conversion in full of the then outstanding Debentures, (b) as the payment of interest on the Debentures (assuming all such interest is to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, the Company shall duly reserve 200% of the number of shares of Common Stock equal to such excess to fulfill such obligations. The obligation shall similarly apply to successive excessesWarrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest in respect thereof and upon exercise of the Warrants are sometimes referred to herein as the "UNDERLYING SHARES," and the Debentures, Warrants and Underlying Shares are, collectively, the "SECURITIES." When issued in accordance with the terms of the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens.

Issuance of Debentures and Warrants. The Debentures and the Warrants are duly authorized, and, when issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusals of any kind (collectively, "LIENSLiens"). The Company has and at all times while the Debentures and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Warrants and the Debentures and in no circumstances shall such reserved and available shares of Common Stock be less than the sum of (i) 200% of (A) two times the number of shares of Common Stock as would be issuable upon conversion in full of the Debentures, assuming such conversion were effected on the Original Issue Date and or the Filing Date (Bas defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock as are issuable as payment of interest on the Debentures, and (iiiii) the number of shares of Common Stock as are issuable upon exercise in full of the Warrants (the "INITIAL RESERVE"). If at any time the sum of the number of shares of Common Stock issuable (a) upon conversion in full of the then outstanding Debentures, (b) as the payment of interest on the Debentures (assuming all such interest is to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, the Company shall duly reserve 200% of the number of shares of Common Stock equal to such excess to fulfill such obligations. The obligation shall similarly apply to successive excessesWarrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest in respect thereof and upon exercise of the Warrants are sometimes referred to herein as the "UNDERLYING SHARESUnderlying Shares," and the Debentures, Warrants and Underlying Shares are, collectively, the "SECURITIESSecurities." When issued in accordance with the terms of the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens.

Issuance of Debentures and Warrants. The Debentures and the Warrants are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusals of any kind (collectively, "LIENS"). The Company has and at all times while the Debentures and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Warrants and the Debentures and in no circumstances shall such reserved and available shares of Common Stock be less than the sum of (i) 200% of (A) the number of shares of Common Stock as would be issuable upon conversion in full of the Debentures, assuming such conversion were effected on the Original Issue Date Date, and (B) the number of shares of Common Stock as are issuable as payment of interest on the Debentures, and (ii) the number of shares of Common Stock as are issuable upon exercise in full of the Warrants (the "INITIAL RESERVE"). If at any time the sum of the number of shares of Common Stock issuable (a) upon conversion in full of the then outstanding Debentures, (b) as the payment of interest on the Debentures (assuming all such interest is to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, the Company shall duly reserve 200% of the number of shares of Common Stock equal to such excess to fulfill such obligations. The obligation shall similarly apply to successive excessesWarrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest in respect thereof and upon exercise of the Warrants are sometimes referred to herein as the "UNDERLYING SHARESUnderlying Shares," and the Debentures, Warrants and Underlying Shares are, collectively, the "SECURITIESSecurities." When issued in accordance with the terms of the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens.

Issuance of Debentures and Warrants. The Debentures and the Warrants are duly authorized, and, when issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusals of any kind (collectively, "LIENSLiens"). The Subject to the compliance by the Company to amend its articles of incorporation to increase the number of authorized and available shares of Common Stock pursuant to Section 3.5(a) hereof, the Company has and at all times while the Debentures and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Warrants and the Debentures and in no circumstances shall such reserved and available shares of Common Stock be less than the sum of (i) 200% of (A) two times the number of shares of Common Stock as would be issuable upon conversion in full of the Debentures, assuming such conversion were effected on the Original Issue Date and or the Filing Date (Bas defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock as are issuable as payment of interest on the Debentures, and (iiiii) the number of shares of Common Stock as are issuable upon exercise in full of the Warrants (the "INITIAL RESERVE"). If at any time the sum of the number of shares of Common Stock issuable (a) upon conversion in full of the then outstanding Debentures, (b) as the payment of interest on the Debentures (assuming all such interest is to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, the Company shall duly reserve 200% of the number of shares of Common Stock equal to such excess to fulfill such obligationsWarrants. The obligation shall similarly apply to successive excesses. The Convertible Debenture Purchase Agreement shares of Common Stock issuable upon conversion of the Debentures, as payment of interest in respect thereof and upon exercise of the Warrants are sometimes referred to herein as the "UNDERLYING SHARESUnderlying Shares," and the Debentures, Warrants and Underlying Shares are, collectively, the "SECURITIESSecurities." When Subject to the compliance by the Company to amend its articles of incorporation to increase the number of authorized and available shares of Common Stock pursuant to Section 3.5(a) hereof, when issued in accordance with the terms of the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens.,