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

Limitation on Number of Warrant Shares. Notwithstanding any provision hereof to the contrary, the Company shall not be obligated to issue any Warrant Shares upon exercise of the Warrants if the issuance of such shares would exceed that number of shares which the Company may issue upon exercise of the Warrants (the "Exchange Cap") without breaching the Company's obligations under the rules and regulations of the Principal Market, except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Principal Market (or any successor rule or regulation) for issuances of Shares in excess of such amount. Until such approval is obtained, no purchaser of the Warrants pursuant to the Securities Purchase Agreement (the "Purchasers") shall be issued, upon exercise of the Warrants, Shares in an amount greater than the product of (i) the Exchange Cap amount then in effect multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement and the denominator of which is the aggregate number of shares of Common Stock issued to all Purchases pursuant to the Securities Purchase Agreement (the "Cap Allocation Amount"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Warrants, the transferee shall be allocated a pro rata portion of such Purchaser's Cap Allocation Amount. In the event that any holder of the Warrants shall convert and exercise, as the case may be, all of such holder's Warrants into a number of Shares which, in the aggregate, is less than such holder's Cap Allocation Amount, then the difference between such holder's Cap Allocation Amount and the number of Shares actually issued to such holder shall be allocated to the respective Cap Allocation Amounts of the remaining holders of Warrants on a pro rata basis in proportion to the number of Shares then issuable under the Warrants then held by each such holder. The restrictions contained in this Section 7(h) may not be amended without the consent of the holder of this Warrant and the holders of a majority of the Company's outstanding Common Stock (excluding the holder of this Warrant to the extent (and only to the extent) at the record date for determining stockholders entitled to vote thereon, such holder holds any of the Company's Common Stock purchased pursuant to the Securities Purchase Agreement or upon exercise of the any Warrants sold thereunder).

Limitation on Number of Warrant Shares. Notwithstanding any other provision hereof to the contraryherein, the Company shall not be obligated to issue any Warrant Shares upon exercise of this Warrant or any other warrants issued pursuant to the Warrants Agreement or conversion of any shares of Preferred Stock issued pursuant to the Agreement ("Preferred Stock") if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant or any other warrants issued pursuant to the Warrants Agreement or conversion of any shares of Preferred Stock issued pursuant to the Agreement (the "Exchange Cap") without breaching the Company's obligations under the rules and or regulations of the Principal The Nasdaq Stock Market, Inc., except that such limitation shall not apply in the event that the Company (a) obtains the approval of its stockholders as required by the applicable rules of the Principal Market NASD Rule 4460 (or any successor rule or regulation) for issuances of Shares Common Stock in excess of such amount, or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of Warrants representing a majority of the Warrant Shares then issuable upon exercise of outstanding Warrants. Until such approval or written opinion is obtained, no purchaser the holder of the Warrants pursuant to the Securities Purchase Agreement (the "Purchasers") this Warrant shall not be issued, upon exercise of this Warrant, Warrant Shares to the Warrants, Shares in an amount greater than the product of (i) the Exchange Cap amount then in effect multiplied by (ii) a fraction, the numerator of which is extent the number of shares of Common Stock issued to such Purchaser pursuant to holder upon conversion of Preferred Stock plus the Securities Purchase Agreement and the denominator of which is the aggregate number of shares Warrant Shares issued upon exercise of Common Stock issued to all Purchases pursuant to the Securities Purchase Agreement (the "Cap Allocation Amount"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Warrants, the transferee shall this Warrant would be allocated a pro rata portion of such Purchaser's Cap Allocation Amount. In the event that any holder of the Warrants shall convert and exercise, as the case may be, all of such holder's Warrants into a number of Shares which, in the aggregate, is less greater than such holder's Cap Allocation Amount, then Amount (as defined in the difference between applicable Statement of Designations for such holder's Cap Allocation Amount and Preferred Stock). In the number of event the Company is prohibited from issuing Warrant Shares actually issued to such holder shall be allocated to the respective Cap Allocation Amounts as a result of the remaining holders operation of Warrants on a pro rata basis in proportion to this Section, the number of Company shall redeem for cash those Warrant Shares then issuable under the Warrants then held by each such holder. The restrictions contained in this Section 7(h) may which can not be amended without issued at a price equal to amount by which the consent then-current market price exceeds the Exercise Price of such Warrant Shares as of the holder of this Warrant and the holders of a majority date of the Company's outstanding Common Stock (excluding the holder of this Warrant to the extent (and only to the extent) at the record date for determining stockholders entitled to vote thereon, such holder holds any of the Company's Common Stock purchased pursuant to the Securities Purchase Agreement or upon exercise of the any Warrants sold thereunder)attempted exercise.

Limitation on Number of Warrant Shares. Notwithstanding any provision hereof Prior to the contrarydate on which the Shareholder Approval (as defined in Section 5(c) of the Waiver and Amendment, dated as of December 1, 2005, by and among the Company and the other parties thereto) has been obtained, the Company shall not be obligated to issue any Warrant Shares upon exercise of the Note Warrants if the issuance of such shares of Common Stock would exceed that number of shares Warrant Shares which the Company may issue upon exercise of the Note Warrants (the "“Exchange Cap"”) without breaching the Company's ’s obligations under the rules and or regulations of the Principal Market, except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Principal Market (or any successor rule or regulation) for issuances of Shares in excess of such amount. Until such approval the Shareholder Approval is obtained, no purchaser holder of the Note Warrants pursuant to the Securities Purchase Agreement (the "Purchasers") shall be issued, upon exercise of the Note Warrants, Warrant Shares in an amount greater than the product of (i) the Exchange Cap amount then in effect multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement and the denominator of which is the aggregate number of shares of Common Stock issued to all Purchases pursuant to the Securities Purchase Agreement (the "holder’s Cap Allocation Amount"Amount (as defined in the Notes). In the event that any Purchaser holder of Note Warrants shall sell or otherwise transfer any of such Purchaser's Note Warrants, the transferee shall be allocated a pro rata portion of such Purchaser's holder’s Cap Allocation Amount. In the event that that, after the Closing Date (as defined in the Securities Purchase Agreement), any holder of the Note Warrants shall convert and exercise, as the case may be, all of such holder's ’s Notes and exercise all of such holder’s Note Warrants into a number of Shares shares of Common Stock which, in the aggregate, is less than such holder's ’s Cap Allocation Amount, then the difference between such holder's ’s Cap Allocation Amount and the number of Warrant Shares and Conversion Shares (as defined in the Securities Purchase Agreement) actually issued to such holder shall be allocated to the respective Cap Allocation Amounts of the remaining holders of Note Warrants and Notes on a pro rata basis in proportion to the number Warrant Shares and Conversion Shares issuable upon exercise and conversion of Shares then issuable under the Note Warrants and the Notes, respectively, then held by each such holder. The restrictions contained in In the event that upon the delivery of an Exercise Notice the Company is prohibited from issuing Warrant Shares as a result of the operation of this Section 7(h16, the Company shall repurchase for cash, within five (5) may not be amended without Business Days, the consent of the holder portion of this Warrant with respect to which Warrant Shares cannot be issued as result of this Section 16, at a price per Warrant Share equal to the difference between the Weighted Average Price of the Common Stock and the holders Warrant Exercise Price of a majority such Warrant Shares as of the Company's outstanding Common Stock (excluding the holder of this Warrant to the extent (and only to the extent) at the record date for determining stockholders entitled to vote thereon, such holder holds any of the Company's Common Stock purchased pursuant to the Securities Purchase Agreement or upon exercise of the any Warrants sold thereunder)attempted exercise.