Common use of Reservation of CXI Common Stock Transferable Upon Conversion Clause in Contracts

Reservation of CXI Common Stock Transferable Upon Conversion. The Parent Company shall at all times reserve and keep available out of its holdings of shares of CXI Common Stock, such number of shares of CXI Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding COES Preferred Shares and COES Warrants, the sufficiency of which shall be determined (in the case of the COES Preferred Shares) by using a Conversion Price (the "Hypothetical Conversion Price") derived from a hypothetical closing market price that is 75% of either (i) the actual Average Closing Bid Price on the Closing Date or (ii) the actual Average Closing Bid Price from time to time, whichever is lower, and in the case of the COES Warrants, by the exercise price thereof. The Parent Company hereby covenants and agrees that if at any time the Hypothetical Conversion Price falls to a level that would not enable all outstanding COES Preferred Shares to be fully converted and the outstanding COES Warrants to be fully exercised, the Parent Company will promptly purchase or otherwise acquire the number of shares of CXI Common Stock sufficient to permit the conversion of all COES Preferred Shares then outstanding at the Hypothetical Conversion Price then in effect and the exercise of all outstanding COES Warrants.