Common use of Restriction on Issuance of the Capital Stock Clause in Contracts

Restriction on Issuance of the Capital Stock. So long as the Convertible Debenture is outstanding, the Company shall not, without the prior written consent of the Investor, (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price, as quoted by Bloomberg, LP and determined immediately prior to its issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8.

Restriction on Issuance of the Capital Stock. So long as the Convertible Debenture is outstanding, the Company shall not, without the prior written consent of the Investor, (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price, as quoted by Bloomberg, LP and determined immediately prior to its issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) other than for bona-fide employee stock option plans, file any registration statement on Form S-8.

Restriction on Issuance of the Capital Stock. So long as the any Convertible Debenture is Debentures are outstanding, the Company shall not, without the prior written consent of the InvestorBuyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any preferred stockPreferred Stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price, as quoted by Bloomberg, LP and Price value determined immediately prior to its it’s issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8.

Restriction on Issuance of the Capital Stock. So long as the Convertible Debenture any Preferred Stock is outstanding, the Company shall not, without the prior written consent of the InvestorInvestors, which shall not be unreasonably withheld, (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price, as quoted by Bloomberg, LP and Price determined immediately prior to its it’s issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8.

Restriction on Issuance of the Capital Stock. So long as the any ----------------------------------------------- Convertible Debenture is Debentures are outstanding, the Company shall not, without the prior written consent of the InvestorBuyer(s), (i) issue or sell shares of Common Stock or Preferred Stock (i) without consideration or for a consideration per share less than the bid price Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s 's Bid Price, as quoted by Bloomberg, LP and Price value determined immediately prior to its it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8.