Limitation on Issuance of Shares. If the Company's Common Stock becomes listed on the Nasdaq SmallCap Market after the issuance of the Debenture, the Company may be limited in the number of shares of Common Stock it may issue by virtue of (A) the number of authorized shares or (B) the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded, including, but not necessarily limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be applicable (collectively, the "Cap Regulations"). Without limiting the other provisions thereof; (i) the Company will take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Debentures without violating the Cap Regulations and (ii) if, despite taking such steps, the Company still cannot issue such shares of Common Stock without violating the Cap Regulations, the Holder cannot convert as result of the Cap Regulations (each such Debenture, an "Unconverted Debenture") shall have the right to elect either of the following remedies:
Limitation on Issuance of Shares. If the Company's Common Stock becomes listed on the Nasdaq SmallCap Market after the issuance of the Debenture, the Company may be limited in the number of shares of Common Stock it may issue by virtue of (A) the number of authorized shares or (B) the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded, including, but not necessarily limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be applicable (collectively, the "Cap Regulations"). Without limiting the other provisions thereof; (i) the Company will take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Debentures without violating the Cap Regulations and (ii) if, despite taking such steps, the Company still cannot issue such shares of Common Stock without violating the Cap Regulations, the Holder cannot convert as result of the Cap Regulations (each such Debenture, an "Unconverted Debenture") shall have the right to elect either of the following remedies: (x) if permitted by the Cap Regulations, require the Company to issue shares of Common Stock in accordance with the Holder's Notice of Conversion at a conversion purchase price equal to the average of the closing bid price per share of Common Stock for any five (5) consecutive Trading Days (subject to certain equitable adjustments for certain events occurring during such period) during the sixty (60) Trading Days immediately preceding the Conversion Date; or(y) require the Company to redeem each Unconverted Debenture for an amount (the "Redemption Amount"), payable in cash, equal to the sum of (i) one hundred thirty-three percent (133%) of the principal of an Unconverted Debenture, plus (ii) any accrued but unpaid interest and penalties thereon through and including the date on which the Redemption Amount is paid to the holder (the "Redemption Date"). The Holder of an Unconverted Debenture may elect one of the above remedies with respect to a portion of such Unconverted Debenture and the other remedy with respect to other portions of the Unconverted Debenture. The Debenture shall contain provisions substantially consistent with the above terms, with such additional provisions as may be consented to by the Holder. The provisions of this section are not intended to limit the scope of the provisions otherwise included in the Debenture.
Limitation on Issuance of Shares. The Company may be limited in the number of shares of Common Stock it may issue by the "Cap Regulations". Without limiting the other provisions thereof, the Preferred Stock shall provide that (i) the Company will take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Preferred Stock and/or exercise of the Warrants without violating the Cap Regulations and (ii) if, despite taking such steps, the Company still can not issue such shares of Common Stock without violating the Cap Regulations, the holder of Preferred Stock and Warrants which can not be converted as result of the Cap Regulations (each such share, an "Unconverted Preferred Stock") shall have the option, exercisable in such holders' sole and absolute discretion, to elect either of the following remedies:
Limitation on Issuance of Shares. If applicable to the Company, the Company may be limited in the number of shares of Common Stock it may issue by virtue of (i) the number of authorized shares or (ii) the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded, including, but not necessarily limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be applicable (collectively, the "Cap Regulations"). Without limiting the other provisions thereof, the Preferred Stock shall provide that (i) the Company will take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Preferred Stock without violating the Cap Regulations and (ii) if, despite taking such steps, the Company still can not issue such shares of Common Stock without violating the Cap Regulations, the holder of a share of Preferred Stock which can not be converted as result of the Cap Regulations after all such shares of Preferred Stock which can be converted under the Cap Regulations have been converted (each such share, an "Unconverted Share") shall have the option, exercisable in such holder's sole and absolute discretion, to elect either of the following remedies:
Limitation on Issuance of Shares. The Company may be limited in the number of shares of Common Stock it may issue by virtue of (i) the number of authorized shares or (ii) the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded, including, but not necessarily limited to, NASDAQ Rule 4310(c)(25)(H)(i)(d)(2) (collectively, the "Cap Regulations"). Without limiting the other provisions thereof, the Certificate of Designations shall provide that (i) the Company will take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Preferred Stock without violating the Cap Regulations and (ii) if, despite taking such steps, the Company still can not issue such shares of Common Stock without violating the Cap Regulations, the holder of a Preferred Stock which can not be converted as result of the Cap Regulations (each such Preferred Stock, an "Unconverted Preferred Stock") shall have the option, exercisable in such holder's sole and absolute discretion, to elect either of the following remedies:
Limitation on Issuance of Shares. The Debenture shall provide that the Company shall take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Debentures without violating the "Cap Regulations". If despite taking such steps, the Company is limited in the number of shares of Common Stock it may issue by the "Cap Regulations," to the extent that the Company cannot issue such shares of Common Stock, due upon a Notice of Conversion, without violating the Cap Regulations, the Company shall immediately notify each Buyer the principal amount of its Debenture which is not convertible as a result of said Cap Regulations (the "Debenture Balance") and the Buyer, shall have the option, exercisable in its sole and absolute discretion, to elect any of the remedies in Section 6 of the Debenture.
Limitation on Issuance of Shares. The Certificate of Designation for the Preferred Stock shall provide that the Company shall take all steps reasonably necessary to be in a position to issue shares of Common Stock on conversion of the Preferred Stock without violating the "Cap Regulations". If despite taking such steps, the Company is limited in the number of shares of Common Stock it may issue by the "Cap Regulations," to the extent that the Company cannot issue such shares of Common Stock, due upon a Notice of Conversion, without violating the Cap Regulations, the Company shall immediately notify Buyer the number of shares of the Preferred Stock which are not convertible as a result of said Cap Regulations (the "Unconverted Preferred Stock") and within five (5) business days of the applicable Notice of Conversion redeem the Unconverted Preferred Stock for an amount in cash (the "Redemption Amount") equal to the greater of (i) 125% of (A) the Stated Value of the Unconverted Preferred Stock, plus (B) all accrued but unpaid dividends on such shares or (ii) "Economic Benefit" of such Unconverted Preferred Stock. "ECONOMIC BENEFIT" for purposes of this Section 4.k. shall mean the dollar value derived if such Unconverted Preferred Stock were converted into Common Stock at the price set forth in the Notice of Conversion and the Common Stock was sold on the date of the Notice of Conversion at the closing bid price of the Common Stock on the date of the Notice of Conversion. The Certificate of Designation for the Preferred Stock shall contain provisions substantially consistent with the above terms, with such additional provisions as may be consented to by the Buyer. The provisions of this section are not intended to limit the scope of the provisions otherwise included in the Certificate of Designation.
Limitation on Issuance of Shares. The parties acknowledge that the Company may be limited in the number of shares of Common Stock it may issue by applicable OTC BB rules without obtaining shareholder approval ("Cap Regulations"). To the extent the Company cannot issue Repricing Shares without violating the Cap Regulations, the Company shall provide notice thereof to the Purchaser specifying the number of shares that may not be repriced because of the Cap Regulations and the Company shall be relieved of the obligation to issue such shares if it is unable to obtain the required shareholder vote as provided below. On receipt of such notice, Purchaser's request with respect to the issuance of Repricing Shares shall be deemed reduced by the number permitted under the Cap Regulations and Purchaser shall have the option, exercisable in its sole and absolute discretion, to require the Company to redeem Initial Shares or Additional Shares for an amount in cash equal to one hundred twenty percent (120%) of the Initial Purchase Price or the Additional Purchase Price, as applicable. Company's obligation to redeem such shares shall be suspended during any period in which such redemption would be prohibited by law. Notwithstanding the foregoing, the Company agrees that the Company shall, in connection with its next annual meeting, solicit the consent of its shareholders for the issuance of shares that would otherwise violate the Cap Regulations but for such consent.
Limitation on Issuance of Shares. The Company may not issue or sell securities pursuant to this Plan in any twelve-month period which, as of the date of such issuance or sale, in the aggregate exceed THE GREATER OF (i) 15% of the Company's total assets as of the then most recently completed fiscal year of the Company, AND (ii) 15% of the Common Stock outstanding on a fully-diluted basis.
Limitation on Issuance of Shares. If at any time (the "Limited Availability Date") the number of outstanding but unissued shares of Common Stock of the Company is less than seventy-five percent (75%) of the number of shares contemplated by Section 4(f) hereof, the Company shall take all steps, including but not necessarily limited to, obtaining board authorization, holding an annual or special shareholders' meeting, issuing a proxy statement, having a vote of shareholders and filing an amendment to the Company's charter documents, necessary to increase the authorized shares of Common Stock of the Company so that the provisions of said Section 4(f) shall be satisfied, except that the percentage shall be 250%.
