Common use of Reserved Shares Clause in Contracts

Reserved Shares. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares and issuance of the Conversion Shares (based on the conversion price of the Preferred Shares in effect from time to time) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Preferred Shares), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Preferred Shares, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Preferred Shares contemplated in Sections 3.4(c) hereof. (b) The Company will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the AMEX, or the National Association of Securities Dealers, Inc. (the "NASD"), as applicable. The Company shall promptly provide to Purchaser copies of any notices it receives regarding the continued eligibility of the Common Stock for listing on the AMEX.

Reserved Shares. (a) The Company shall as of January 31, 2006 and thereafter at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares and issuance of the Conversion Shares (based on the conversion price of the Preferred Shares in effect from time to time) (the "“Reserved Amount"”). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Preferred Shares), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Preferred Shares, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Preferred Shares contemplated in Sections 3.4(c) hereof. (b) The Company will comply in all respects with the Company's ’s reporting, filing and other obligations under the bylaws or rules of the AMEXNasdaq Small Cap Market, or the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable. The Company shall promptly provide to Purchaser copies of any notices it receives regarding the continued eligibility of the Common Stock for listing on the AMEXNasdaq Small Cap Market.

Reserved Shares. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares and issuance of the Conversion Shares (based on the conversion price of the Preferred Shares in effect from time to time) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Preferred Shares), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Preferred Shares, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Preferred Shares contemplated in Sections 3.4(c) hereof. (b) The Company will comply in all respects with the Company's ’s reporting, filing and other obligations under the bylaws or rules of the AMEXNasdaq Small Cap Market, or the National Association of Securities Dealers, Inc. (the "NASD"), as applicable. The Company shall promptly provide to Purchaser copies of any notices it receives regarding the continued eligibility of the Common Stock for listing on the AMEXNasdaq Small Cap Market.

Reserved Shares. (a) The Company shall shall, as of January 31, 2006 and thereafter, at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares and issuance of the Conversion Shares (based on the conversion price of the Preferred Shares in effect from time to time) (the "“Reserved Amount"”). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Preferred Shares), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Preferred Shares, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Preferred Shares contemplated in Sections 3.4(c) hereof. (b) The Company will comply in all respects with the Company's ’s reporting, filing and other obligations under the bylaws or rules of the AMEXNasdaq Small Cap Market, or the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable. The Company shall promptly provide to Purchaser copies of any notices it receives regarding the continued eligibility of the Common Stock for listing on the AMEXNasdaq Small Cap Market.

Reserved Shares. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Preferred Shares and issuance of the Conversion Shares (based on the conversion price of the Preferred Shares in effect from time to time) (the "“Reserved Amount"”). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Preferred Shares), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Preferred Shares, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Preferred Shares contemplated in Sections 3.4(c) hereof. (b) The Company will comply in all respects with the Company's ’s reporting, filing and other obligations under the bylaws or rules of the AMEXNasdaq Small Cap Market, or the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable. The Company shall promptly provide to Purchaser copies of any notices it receives regarding the continued eligibility of the Common Stock for listing on the AMEXNasdaq Small Cap Market.