Common use of LIMITATION ON SHARES ISSUABLE ON CONVERSION; MANDATORY REDEMPTION Clause in Contracts

LIMITATION ON SHARES ISSUABLE ON CONVERSION; MANDATORY REDEMPTION. (a) Notwithstanding any other provision herein, unless the Stockholder Approval shall have been obtained from the stockholders of the Company or waived by Nasdaq, the Company shall not be required to issue upon conversion of this Note a number of shares of Common Stock in excess of the Maximum Share Amount less the number of shares of Common Stock issued pursuant to Section 1.1 from time to time in payment of interest on this Note. The Company shall maintain records which show the number of shares of Common Stock issued by the Company upon conversion from time to time of this Note and issued by the Company pursuant to Section 1.1 in payment of interest on this Note, which records shall be controlling in the absence of manifest error. Upon surrender of this Note for transfer or re-registration hereof (or, at the option of the Holder, for conversion pursuant to Section 2.1 of less than all of this Note), the Company shall make a notation on the new Note issued upon such transfer or re-registration or evidencing such unconverted portion of this Note, as the case may be, as to the remaining number of shares of Common Stock from the Maximum Share Amount remaining available for conversion of the Note evidenced by such new certificate (including, without limitation, by taking into account the number of shares of Common Stock issued by the Company pursuant to Section 1.1 in payment of interest on this Note and not previously reflected on the Note so surrendered, as shown on the records maintained by the Company). If this Note is surrendered for split-up into two or more Notes representing an aggregate principal amount equal to the principal amount of this Note at the time so surrendered (as reduced by any contemporaneous conversion of this Note), each Note issued on such split-up shall bear a notation of the portion of the Maximum Share Amount allocated thereto determined by pro rata allocation from among the remaining portion of the Maximum Share Amount allocated to this Note at the time so surrendered. If any Other Note is converted in full, repaid, repurchased or redeemed, all of the portion of the Maximum Share Amount (as defined in such Other Note) allocated to such Other Note which remains unissued after such conversion, repayment, repurchase or redemption shall be re-allocated to this Note and the Other Notes outstanding at the close of business on the date of such conversion, repayment, repurchase or redemption of the Other Note so converted, repaid, repurchased or redeemed pro rata based on the principal amounts outstanding at the close of business on such date.

LIMITATION ON SHARES ISSUABLE ON CONVERSION; MANDATORY REDEMPTION. (a) Notwithstanding any other provision herein, unless the Stockholder Approval shall have been obtained from the stockholders of the Company or waived by Nasdaq (or other appropriate stock exchange or market), so long as the Common Stock is listed on the Nasdaq, the Nasdaq SmallCap, the NYSE or the AMEX the Company shall not be required to issue upon conversion of this Note and the Interest Notes a number of shares of Common Stock in excess of the Maximum Share Amount less the number of shares of Common Stock issued pursuant to Section 1.1 from time to time in payment of interest on this NoteAmount. The Company shall maintain records which show the number of shares of Common Stock issued by the Company upon conversion from time to time of this Note and issued by the Company pursuant to Section 1.1 in payment of interest on this Noteany Interest Notes, which records shall be controlling in the absence of manifest error. The Company shall maintain records which show the principal amount of Interest Notes issued by the Company pursuant to Section 1. 1 in payment of interest on this Note and issued pursuant to any Interest Note in payment of interest thereon, which records shall be controlling in the absence of manifest error. Each Interest Note shall be allocated a portion of the Maximum Share Amount allocated to this Note and the other Interest Notes outstanding at the time of issuance of such Interest Note, based on the outstanding principal amounts thereof at the time of such issuance, and the certificate for such Interest Note shall bear a notation as to the certificate number of this Note. Upon surrender of this Note for transfer or re-registration hereof (or, at the option of the Holder, for conversion pursuant to Section 2.1 2. 1 (a) of less than all of this Note), the Company shall make a notation on the new Note issued upon such transfer or re-registration or evidencing such unconverted portion of this Note, as the case may be, as to the remaining number of shares of Common Stock from the Maximum Share Amount remaining available for conversion of the Note evidenced by such new certificate (including, without limitation, by taking into account the number of shares of Common Stock issued by the Company pursuant to Section 1.1 in payment of interest on this Note and not previously reflected on the Note so surrendered, as shown on the records maintained by the Company)certificate. If this Note is surrendered for split-up into two or more Notes representing an aggregate principal amount equal to the principal amount of this Note at the time so surrendered (as reduced by any contemporaneous conversion of this Note), each Note issued on such split-up shall bear a notation of the portion of the Maximum Share Amount allocated thereto determined by pro rata allocation from among the remaining portion Maximum Share Amount at the time this Note is so surrendered. If this Note is converted in full, repaid, repurchased or redeemed, all of the Maximum Share Amount which remains unissued after such conversion, repayment, repurchase or redemption shall be re-allocated (1) to this Note all Interest Notes and Other Notes held by the Holder at the time so surrenderedclose of business on the Conversion Date for such conversion, based on the outstanding principal amounts thereof, and (2) if the Holder does not hold any Interest Notes or Other Notes at the close of business on such Conversion Date, to the Other Notes, based on the principal amounts thereof outstanding at the close of business on such Conversion Date. If any Other Note is converted in full, repaid, repurchased or redeemed, all of the portion of the Maximum Share Amount (as defined in such Other Note) allocated to of such Other Note not re-allocated to Other Notes held by the holder of such Other Note and which remains unissued after such conversion, repayment, repurchase or redemption shall be re-allocated to this Note Note, the Interest Notes and the Other Notes outstanding at the close of business on the date of such conversion, repayment, repurchase or redemption of the Other Note so converted, repaid, repurchased or redeemed pro rata based on the principal amounts outstanding at the close of business on such date.

LIMITATION ON SHARES ISSUABLE ON CONVERSION; MANDATORY REDEMPTION. (a) Notwithstanding any other provision herein, unless the Stockholder Approval shall have been obtained from the stockholders of the Company or waived by Nasdaq, the Company shall not be required to issue upon conversion of this Note a more than [INSERT PRO RATA PORTION OF THE NUMBER OF SHARES REGISTERED AT THE TIME THE NOTE IS ISSUED] shares, or such greater number of shares as shall be included in the Registration Statement for resale by the Holder and which the Company shall specify by notice to the Holder from time to time (in each such case such amount to be subject to equitable adjustment from time to time on terms reasonably acceptable to the Majority Holders for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date of the Note Purchase Agreement) of Common Stock (the "Maximum Share Amount"), upon conversion of this Note unless the Company shall have defaulted in excess its obligation to redeem any portion of this Note in accordance with this Section 2.5 or its obligation to pay the Repurchase Price in full as and when due (such events referred to hereto as "Maximum Share Amount Exception Events"). In the case of any such default, the Holder shall be entitled to convert this Note without regard to the Maximum Share Amount less upon the number of shares of Common Stock issued pursuant to Section 1.1 from time to time in payment of interest on this Note. The Company shall maintain records which show the number of shares of Common Stock issued by the Company upon conversion from time to time of this Note terms and issued by the Company pursuant to Section 1.1 in payment of interest on this Note, which records shall be controlling in the absence of manifest error. Upon surrender of this Note for transfer or re-registration hereof (or, at the option of the Holder, for conversion pursuant to Section 2.1 of less than all of this Note), the Company shall make a notation on the new Note issued upon such transfer or re-registration or evidencing such unconverted portion of this Note, as the case may be, as subject to the remaining number of shares of Common Stock from the Maximum Share Amount remaining available for conversion of the Note evidenced by such new certificate (including, without limitation, by taking into account the number of shares of Common Stock issued by the Company pursuant to limitations in Section 1.1 in payment of interest on this Note and not previously reflected on the Note so surrendered, as shown on the records maintained by the Company2.5(e). If this Note is surrendered for split-up into two or more Notes representing an aggregate principal amount equal to the principal amount of this Note at the time so surrendered (as reduced by any contemporaneous conversion of this Note), each Note issued on such split-up shall bear a notation of the portion of the Maximum Share Amount allocated thereto determined by pro rata allocation from among the remaining portion of the Maximum Share Amount allocated to this Note at the time so surrendered. If any Other Note is converted in full, repaid, repurchased or redeemed, all of the portion of the Maximum Share Amount (as defined in such Other Note) allocated to such Other Note which remains unissued after such conversion, repayment, repurchase or redemption shall be re-allocated to this Note and the Other Notes outstanding at the close of business on the date of such conversion, repayment, repurchase or redemption of the Other Note so converted, repaid, repurchased or redeemed pro rata based on the principal amounts outstanding at the close of business on such date.

LIMITATION ON SHARES ISSUABLE ON CONVERSION; MANDATORY REDEMPTION. (a) Notwithstanding any other provision herein, unless the Stockholder Approval shall have been obtained from the stockholders of the Company or waived by Nasdaq (or other appropriate stock exchange or market), so long as the Common Stock is listed on the Nasdaq, the Nasdaq SmallCap, the NYSE or the AMEX the Company shall not be required to issue upon conversion of this Note and the Interest Notes a number of shares of Common Stock in excess of the Maximum Share Amount less the number of shares of Common Stock issued pursuant to Section 1.1 from time to time in payment of interest on this NoteAmount. The Company shall maintain records which show the number of shares of Common Stock issued by the Company upon conversion from time to time of this Note and any Interest Notes, which records shall be controlling in the absence of manifest error. The Company shall maintain records which show the principal amount of Interest Notes issued by the Company pursuant to Section 1.1 in payment of interest on this NoteNote and issued pursuant to any Interest Note in payment of interest thereon, which records shall be controlling in the absence of manifest error. Each Interest Note shall be allocated a portion of the Maximum Share Amount allocated to this Note and the other Interest Notes outstanding at the time of issuance of such Interest Note, based on the outstanding principal amounts thereof at the time of such issuance, and the certificate for such Interest Note shall bear a notation as to the certificate number of this Note. Upon surrender of this Note for transfer or re-registration hereof (or, at the option of the Holder, for conversion pursuant to Section 2.1 2.1(a) of less than all of this Note), the Company shall make a notation on the new Note issued upon such transfer or re-registration or evidencing such unconverted portion of this Note, as the case may be, as to the remaining number of shares of Common Stock from the Maximum Share Amount remaining available for conversion of the Note evidenced by such new certificate (including, without limitation, by taking into account the number of shares of Common Stock issued by the Company pursuant to Section 1.1 in payment of interest on this Note and not previously reflected on the Note so surrendered, as shown on the records maintained by the Company)certificate. If this Note is surrendered for split-up into two or more Notes representing an aggregate principal amount equal to the principal amount of this Note at the time so surrendered (as reduced by any contemporaneous conversion of this Note), each Note issued on such split-up shall bear a notation of the portion of the Maximum Share Amount allocated thereto determined by pro rata allocation from among the remaining portion Maximum Share Amount at the time this Note is so surrendered. If this Note is converted in full, repaid, repurchased or redeemed, all of the Maximum Share Amount which remains unissued after such conversion, repayment, repurchase or redemption shall be re-allocated (1) to this Note all Interest Notes and Other Notes held by the Holder at the time so surrenderedclose of business on the Conversion Date for such conversion, based on the outstanding principal amounts thereof, and (2) if the Holder does not hold any Interest Notes or Other Notes at the close of business on such Conversion Date, to the Other Notes, based on the principal amounts thereof outstanding at the close of business on such Conversion Date. If any Other Note is converted in full, repaid, repurchased or redeemed, all of the portion of the Maximum Share Amount (as defined in such Other Note) allocated to of such Other Note not re-allocated to Other Notes held by the holder of such Other Note and which remains unissued after such conversion, repayment, repurchase or redemption shall be re-allocated to this Note Note, the Interest Notes and the Other Notes outstanding at the close of business on the date of such conversion, repayment, repurchase or redemption of the Other Note so converted, repaid, repurchased or redeemed pro rata based on the principal amounts outstanding at the close of business on such date.