Common use of Reservation of Underlying Shares Clause in Contracts

Reservation of Underlying Shares. Within five days of the Closing Date, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the number of shares of Common Stock which is not less than the Initial Minimum. If the Company would be, if a notice of conversion with respect to the Debentures were to be delivered on such date, precluded from issuing the full number of Common Shares as would then be issuable if all Debentures were converted on such date (and in payment of interest in shares of Common Stock), due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (1) all shares of Common Stock then outstanding, (2) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, and (3) 125% of the number of Common Shares to be issued upon conversion of all Debentures and in payment of interest in shares of Common Stock (the aggregate of the shares of Common Stock referenced in Subsection (3) are referred to herein as the “Current Required Minimum”). In connection therewith, the Company will use its best efforts to cause the Board of Directors of the Company to (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within five (5) Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Reservation of Underlying Shares. Within five days of the Closing Date, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the number of shares of Common Stock which is not less than the Initial Minimum. If the Company would be, if a notice of conversion with respect to the Debentures were to be delivered on such date, precluded from issuing the full number of Common Shares as would then be issuable if all Debentures were converted on such date (and in payment of interest in shares of Common Stock), due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (1) all shares of Common Stock then outstanding, (2) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, and (3) 125150% of the number of Common Shares to be issued upon conversion of all Debentures and in payment of interest in shares of Common Stock (the aggregate of the shares of Common Stock referenced in Subsection (3) are referred to herein as the “"Current Required Minimum”"). In connection therewith, the Company will use its best efforts to cause the Board of Directors of the Company to (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within five (5) Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.

Reservation of Underlying Shares. Within five (5) days of the Closing Date-------------------------------- satisfaction of its obligations under 4(d)(i), the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the number of shares of Common Stock which is not less than the Initial Minimum. If At such time after the date that the Company complies with its obligation under Section 4(d)(i), if the Company would be, if a notice of exercise with respect to the Warrants or conversion with respect to the Debentures (as the case may be) were to be delivered on such date, precluded from honoring the exercise in full of the Warrants or issuing the full number of Common Shares as would then be issuable if all Debentures were converted on such date (and in payment of interest in shares of Common Stock), due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, then the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (1) all shares of Common Stock then outstanding, (2) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the DebenturesDebentures and Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, and (3) 125200% of the number of Common Shares to be issued upon conversion of all Debentures and in payment of interest in shares of Common Stock Stock, and (4) such number of Warrant Shares as would then be issuable upon the exercise in full of the Warrants (the aggregate of the shares of Common Stock referenced in Subsection Subsections (3) and (4) are referred to herein as the “"Current ------- Required Minimum”"). In connection therewith, the Company Guarantors will use its their best ---------------- efforts to cause the Board of Directors of the Company to (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain shareholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within five (5) Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.