Common use of Limitation on Number of Shares Issuable Clause in Contracts

Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, unless the requisite stockholder vote has been obtained, the Company shall not be required to issue to the Holder, upon conversion of the Notes or exercise of the Warrants, in excess of, as of Closing Date, 19.9999% of the issued and outstanding shares of Common Stock multiplied by a fraction, the numerator of which is the original principal amount of this Note and the denominator of which is the aggregate original principal amount of all the Notes at a price below the market price of the Common Stock on such date (the "MAXIMUM AGGREGATE SHARE AMOUNT"), unless the Company first obtains stockholder approval permitting such issuances in accordance with Nasdaq rules. If the number of shares of Common Stock which would, notwithstanding the limitation set forth herein, be issuable and sold to the Holder equals or exceeds the Maximum Aggregate Share Amount, then, at any time thereafter, from time to time, at the sole election of the Holder, in whole or in part, the Company shall honor the conversion of this Note by the Holder at the lowest possible conversion price (but not lower than the Conversion Rate) which would permit such conversion without violating Nasdaq Rule 4350(i).

Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, unless the requisite stockholder vote has been obtained, the Company shall not be required to issue to the Holder, upon conversion of the Notes or exercise of the Warrants, in excess of, as of Closing Date, 19.9999% of the issued and outstanding shares of Common Stock multiplied by a fraction, the numerator of which is the original principal amount of this Note and the denominator of which is the aggregate original principal amount of all the Notes at a price below the market price of the Common Stock on such date (the "MAXIMUM AGGREGATE SHARE AMOUNTMaximum Aggregate Share Amount"), unless the Company first obtains stockholder approval permitting such issuances in accordance with Nasdaq rules. If the number of shares of Common Stock which would, notwithstanding the limitation set forth herein, be issuable and sold to the Holder equals or exceeds the Maximum Aggregate Share Amount, then, at any time thereafter, from time to time, at the sole election of the Holder, in whole or in part, the Company shall honor the conversion of this Note by the Holder at the lowest possible conversion price (but not lower than the Conversion Rate) which would permit such conversion without violating Nasdaq Rule 4350(i).

Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, unless the requisite stockholder vote has been obtained, the Company shall not be required to issue to the Holder, upon conversion Holder and any other holders of the Notes or exercise of Debentures, in the Warrantsaggregate, in excess of, of the greater of (A) as of the date of the First Closing Date, 19.999918.5% of the issued and outstanding shares of Common Stock multiplied by a fraction, the numerator of which is the original principal amount of this Note and the denominator of which is the aggregate original principal amount of all the Notes at a price below the market price of the Common Stock on such date date, and (B) the number of shares of Common Stock permitted to be issued pursuant to Nasdaq Rule 4350(i), as confirmed in writing by counsel to the Company, upon conversion of the Debentures (the "MAXIMUM AGGREGATE SHARE AMOUNTMaximum Aggregate Share Amount"), unless the Company first obtains stockholder shareholder approval permitting such issuances in accordance with Nasdaq rules. If the number of shares of Common Stock which would, notwithstanding the limitation set forth herein, be issuable and sold to the Holder equals or exceeds the Maximum Aggregate Share Amount, then, at any time thereafter, from time to time, at the sole election of the Holder, in whole or in part, the Company shall either: (i) honor the conversion of this Note Debenture by the Holder at the lowest possible conversion price (but not lower than the Conversion Rate) which would permit such conversion without violating Nasdaq Rule 4350(i), provided, however, that such conversion price shall not be lower than the Set Price, and/or (ii) redeem the portion of this Debenture submitted to the Company, the conversion of which would exceed the Maximum Aggregate Share Amount, otherwise in accordance with Section 5(a).