Limitation on Issuance of Common Stock Sample Clauses

Limitation on Issuance of Common Stock. Each Holder acknowledges and agrees that the aggregate number of shares of Common Stock that may be issued by the Company pursuant to this Agreement and the Securities may not at any time exceed the Cap Amount without the Stockholder Cap Approval and that the Company shall have no obligation to issue shares of Common Stock pursuant to this Agreement or the Securities in excess of the Cap Amount unless either (x) the Stockholder Cap Approval has been obtained or (y) the Company has obtained a written opinion from outside counsel that such approval is not required, which opinion shall be reasonably satisfactory to the Holders holding a majority of the shares of Series C Preferred Stock held by all Holders. In furtherance of the limitation set forth in the immediately preceding sentence, at any time following the Closing Date, the aggregate number of shares of Common Stock that such Holder may receive upon the conversion of such Holder’s shares of Series C Preferred Stock may not exceed the product of (A) the Cap Amount and (B) such Holder’s Pro Rata Share (the “Allocation Amount”). In the event that a Holder shall sell or otherwise transfer any of such Holder’s shares of Series C Preferred Stock, each transferee shall be allocated a pro rata portion of such transferor’s Allocation Amount. Any portion of the Allocation Amount allocated to any Holder or other Person which no longer holds any shares of Series C Preferred Stock shall be reallocated to the remaining Holders pro rata based on the number of the Registrable Securities held by such Holders at such time. In the event that, as a result of this Section 5.5, the Company is prohibited from issuing any shares of Common Stock to a Holder electing to convert its shares of Series C Preferred Stock, the Company shall, upon such Holder’s request, pay such Holder not later than two Business Days after such request an amount of cash equal to the product of (1) the number of shares of Common Stock that the Company is prohibited from issuing multiplied by (2) the VWAP (as defined in the Certificate of Designation) as of the Trading Day immediately preceding the date on which such Holder delivered the applicable conversion notice, and upon timely payment of the foregoing amount, the Company shall be deemed relieved of its obligation under the Certificate of Designation to deliver such shares of Common Stock.

Limitation on Issuance of Common Stock. Notwithstanding anything herein to the contrary, the maximum number of shares of Common Stock issued or issuable pursuant to this Warrant and all additional Warrants issued pursuant to Section 2.10 of the Facility Agreement may not exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise of the Warrants without violating NASDAQ Rule 5635(d).

Limitation on Issuance of Common Stock. Notwithstanding anything to the contrary contained herein or in the Offering Document, the Company shall not: (a) (i) Issue any of the Transaction Shares, or (ii) adjust the number of Warrant Shares in accordance with the terms of the Warrants, if such issuance or adjustment would, either individually or together with other one or more other issuances or adjustments, cause the issuance of shares of Common Stock to exceed the number of shares that the Company could then issue in compliance with Section 4350(i) of the rules and regulations of Nasdaq (the "Nasdaq Rules") or any successor rule or regulation. Under Section 4350(i) of the Nasdaq Rules, a company may not issue shares, and may not issue securities convertible into shares, where the shares issued could in the aggregate equal 20% or more of the voting power of the shares outstanding, without obtaining shareholder approval. The foregoing limitation shall only apply until such time as the Company obtains the requisite approval of its shareholders for the issuance of the Transaction Shares, as required by Section 4350(i) of the Nasdaq Rules or any successor rule or regulation. The Company covenants and agrees that it shall include a proposal for the approval of the issuance of the Transaction Shares in the Company's proxy statement for its next annual meeting of shareholders. If, due to the foregoing limitation, the Company cannot adjust the Warrant Shares as provided in Section 8.3 of the Warrant, then, subject to NASD approval, the Company agrees that the exercise price thereof shall be reduced to equal the Issuance Price(s) of the shares of Common Stock that triggered the (b) Issue any of the Transaction Shares, if such issuance would violate the securities laws of the jurisdiction in which any Purchaser receiving such shares is located.

Limitation on Issuance of Common Stock. Notwithstanding anything herein to the contrary, the maximum number of shares of Common Stock issued or issuable pursuant to this Warrant, all additional Warrants issued pursuant to Section 2.10 of the Facility Agreement and all shares of Common Stock issued pursuant to Section 2.11 of the Facility Agreement may not exceed 9,500,000 shares of Common Stock (subject to appropriate adjustment to reflect transactions described in Section 5(b)). In addition, notwithstanding anything to the contrary herein, in the event that the Company is not permitted to issue shares of Common Stock to Holder pursuant to this Warrant because either (i) the Company has reached the maximum number of shares pursuant to this Section 17 or (ii) the number of shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would violate the 9.98% Cap, then, without limiting any Cash Payment payable hereunder, in neither case shall the Company be required to net cash settle or otherwise make any cash payment to Holder to settle this Warrant by virtue of such limitation.

Limitation on Issuance of Common Stock. Notwithstanding anything contained herein to the contrary, if the aggregate number of Conversion Shares issued by the Company to the Investor pursuant to all Notes issued under the Agreement would exceed, in the aggregate, the lesser of (i) 19.0% of the Company’s outstanding shares of Common Stock on a fully-diluted basis on the date of the Agreement and (ii) 19.0% of the Company’s outstanding shares of Common Stock on a fully-diluted basis on any Conversion Date, then (A) only that amount of the outstanding principal on this Note and accrued but previously unpaid interest thereon that would not cause Investor and such Affiliates to exceed such ownership threshold shall be converted (as determined by Investor in its sole discretion) and (B) any remaining unconverted principal outstanding on this Note and accrued but previously unpaid interest thereon shall be repaid by the Company to Investor in immediately available funds.

Limitation on Issuance of Common Stock. Notwithstanding anything herein to the contrary, in no event shall the number of shares of Common Stock issuable pursuant to this Warrant exceed 20% of the total number of shares of Common Stock issued and outstanding on the Date of Issuance. The restriction contained in the immediately preceding sentence shall be appropriately adjusted to reflect any stock splits, reclassifications, recapitalizations or like events.

Limitation on Issuance of Common Stock. (a) Notwithstanding anything to the contrary in this Indenture, unless the Company shall have received the shareholder approval described in Section 10.13(c) (which the Company shall have no obligation to seek), the Company shall not issue any shares of Common Stock pursuant to this Indenture (including, without limitation, shares of Common Stock issuable upon a conversion of the Securities and Additional Shares) (such shares, “Indenture Shares”) if, after giving effect to such issuance, the aggregate number of Indenture Shares issued pursuant to this Indenture (after adjusting any previous issuances for any subsequent events that would give rise to an adjustment to the Conversion Rate pursuant to this Article 10) would exceed the “Maximum Shares” as calculated at the time of the proposed issuance by the following formula: where, = the Maximum Shares OS = The number of shares of Common Stock outstanding at the Closing Date ( ), as appropriately adjusted for any subsequent event that would give rise to a change in the Conversion Rate pursuant to this Article 10 (b) If the number of Indenture Shares otherwise issuable under this Indenture upon a conversion of Securities would, when aggregated with all prior issuances of Indenture Shares, exceed the Maximum Shares, then upon conversion of each $1,000 Original Principal Amount of Securities, a Holder will receive in lieu of any shares of Common Stock the Company in its sole discretion determines exceeds the Maximum Shares (exclusive of Additional Shares) (the “Holder Excess Shares”) cash for each Trading Day during the Cash Settlement Averaging Period equal to the product of (i) the quotient of (1) the Holder Excess Shares and (2) the amount of shares of Common Stock per $1,000 Original Principal Amount that would have been issued absent the restriction set forth in Section 10.13(a) (exclusive of Additional Shares but inclusive of Holder Excess Shares), multiplied by (ii) the Daily Share Amount, multiplied by (iii) the daily VWAP. For any Additional Shares issuable per $1,000 Original Principal Amount of Securities that the Company in its sole discretion determines exceeds the Maximum Shares, the Company, in lieu of an issuance of shares of Common Stock, shall pay cash in an amount equal to the product of (i) the Additional Shares that the Company is unable to issue as a result of Section 10.13(a) multiplied by (ii) the Stock Price. (c) The restrictions of Section 10.13(a) shall automatically terminate if and ...

Limitation on Issuance of Common Stock. The Company shall not issue an aggregate number of (i) Shares under this Agreement and (ii) shares of Common Stock pursuant to any warrant heretofore issued by the Company to Purchaser, that exceeds 19.9% of the shares of Common Stock issued and outstanding on the date of the Initial Closing (the "SHARE LIMITATION"). If, pursuant to this Agreement and any such warrant, the Company otherwise would be required to issue a number of shares of Common Stock that exceeds the Share Limitation, then Purchaser shall have the right to require the Company to redeem each Repriced Share for the Redemption Amount (as defined below). (i) the Company will take all steps reasonably necessary to be in a position to issue Shares upon exercise of all such warrants without violating the Cap Regulations and (ii) if, despite taking such steps, the Company still cannot issue such Shares without violating the Cap Regulations, the holder of Initial Shares and such warrants shall have the option, excercisable in such holders' sole and absolute discretion, to elect either of the following remedies:

Limitation on Issuance of Common Stock. Notwithstanding any other provision of this Indenture, no Notes of any Holder shall be convertible into Common Stock under this Indenture to the extent that after such conversion such Holder would own more than 19.99% of the currently outstanding Common Stock of the Company (the “Regulatory Cap”) unless the Company shall have obtained the prior approval of its stockholders to the issuance of Common Stock upon conversion of the Notes (“Conversion Shares”) to any Holder, which, after such conversion would beneficially own shares of Common Stock in excess of the Regulatory Cap (“Shareholder Approval”); provided, however, that no Conversion Shares issued to such Holder (or, if necessary under applicable law or listing requirements, Conversion Shares issued to any other Holder) prior to any such stockholder approval shall be entitled to vote on any proposal submitted to Company stockholders to approve the issuance of Conversion Shares in excess of the Regulatory Cap. The Company hereby agrees that (i) it shall seek stockholder approval to the issuance of the Conversion Shares in accordance with the terms of this Indenture, (ii) will use its reasonable efforts to obtain such approval and (iii) management of the Company shall recommend that the stockholders give such approval.

Limitation on Issuance of Common Stock. The Company shall not issue an aggregate number of (i) Shares under this Agreement and (ii) shares of Common Stock pursuant to the exercise of the Warrant, that exceeds 19.9% of the shares of Common Stock issued and outstanding on the date of the Initial Closing (the "Share Limitation"). If, pursuant to this Agreement and the Warrant the Company otherwise would be required to issue a number of shares of Common Stock that exceeds the Share Limitation, then (i) the Company will promptly take all steps reasonably necessary to be in a position to issue Shares and Repricing Shares upon exercise of the Warrants without violating the Share Limitation, and (ii) if, despite taking such steps, the Company still cannot issue such Shares and Repricing Shares without violating the Share Limitation, the Company shall redeem each Repriced Share for an amount equal to the economic benefit a holder of Initial Shares would realize before taxes and commissions for selling the Repricing Shares issuable to him.