Common use of Rule 416 Clause in Contracts

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities pursuant to Rule 416 under the 1933 Act so as to cover any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Conversion Price (as defined in the Certificate of Designations) of the Preferred Stock in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the closing bid price of the Common Stock decreases (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by each Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that each Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company determines that the Registration Statement filed hereunder does not cover all of the Rule 416 Securities, the Company shall immediately (x) provide to each Investor written evidence setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g).

Rule 416. The To the extent permitted by the SEC, the Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities pursuant to Rule 416 under the 1933 Act so as to cover any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Conversion Price (as defined in the Certificate Articles of DesignationsAmendment) of the Preferred Stock in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate Articles of DesignationsAmendment) to decrease as the closing bid price of the Common Stock decreases (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by each Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that each Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company determines that the Registration Statement filed hereunder does not cover all of the Rule 416 Securities, the Company shall immediately (xi) provide to each Investor written evidence setting forth the basis for the Company's position and the authority therefor and (yii) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g).

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Securities Act so as to cover include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Conversion Exercise Price (as defined in the Certificate of Designations) of the Preferred Stock Warrants in accordance with the terms thereof, including, without limitationbut not limited to, in the case of the Prepaid Warrants, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) applicable Exercise Percentages to decrease as and the closing bid price terms which cause the Variable Exercise Price to decrease to the extent the Closing Bid Price of the Common Stock decreases (collectively, the "RULE Rule 416 SECURITIESSecurities"). In this regard, the Company agrees to use take all reasonable efforts steps necessary to ensure that the maximum number of all Registrable Securities which may be are registered pursuant to Rule 416 under the 1933 Securities Act are covered by each in the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position action adverse to the position that each the Registration Statement Statements filed hereunder covers cover all of the Rule 416 Securities. If the Company determines that the Registration Statement Statements filed hereunder does do not cover all of the Rule 416 Securities, the Company shall immediately (x) provide to each Investor written evidence notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such therefor. The Company acknowledges that the number of shares of Common Stock initially included in any Registration Statement or relating to the Registrable Securities represents a new Registration Statement in accordance with Section 2(g)good faith estimate of the maximum number of shares issuable upon exercise of the Warrants.

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate a -------- number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Securities Act so as to cover include in such Registration Statement any and all Registrable Securities which may become issuable to prevent dilution by reason of (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and , (ii) if permitted by law, by reason of certain antidilution provisions or reductions a decline on the Per Share Price as provided in the Conversion Price (as defined in Securities Purchase Agreement to the Certificate of Designations) of extent the Preferred Stock in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the closing bid price of the Common Stock decreases after the Closing Date and prior to the Adjustment Date and (iii) reductions in the Exercise Price of the Warrants in accordance with the terms thereof (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use take all reasonable efforts steps reasonably necessary to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Securities Act are covered by each the Registration Statement filed pursuant to Section 2(a)(i) hereof and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position action adverse to the position that each the Registration Statement Statements filed hereunder covers cover all of the Rule 416 Securities. If the Company determines that the Registration Statement Statements filed hereunder does do not cover all of the Rule 416 Securities, the Company shall immediately (x) provide to each Investor written evidence notice (a "RULE 416 NOTICE") setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g)therefor.

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Securities Act so as to cover include in each Registration Statement required pursuant to Section 2(a) hereof any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Conversion Price (as defined in the Certificate of Designations) of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof, thereof (including, without limitationbut not limited to, in the case of the Preferred Stock, the terms which cause the Floating applicable Conversion Percentages to decrease and the terms which cause the Variable Conversion Price (as defined in the Certificate of Designations) to decrease as to the extent the closing bid sales price of the Common Stock decreases (collectively, the "RULE Rule 416 SECURITIESSecurities"). In this regard, the Company agrees to use take all reasonable efforts steps necessary to ensure that the maximum number of all Registrable Securities which may be are registered pursuant to Rule 416 under the 1933 Securities Act are covered by each in any such Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position action adverse to the position that each the Registration Statement Statements filed hereunder covers cover all of the Rule 416 Securities. If the Company determines that the Registration Statement Statements filed hereunder does do not cover all of the Rule 416 Securities, the Company shall immediately (x) provide to each Investor written evidence notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g)therefor.

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Securities Act so as to cover include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Conversion Price (as defined in the Certificate of Designations) of the Preferred Stock in accordance with the terms thereof, including, without limitationbut not limited to, the terms which cause the Floating Conversion Percentage to decrease and the terms which cause the Variable Conversion Price (as defined in the Certificate of Designations) to decrease as to the extent the average closing bid sale price of the Common Stock decreases (collectively, the "RULE Rule 416 SECURITIESSecurities"). In this regard, the Company agrees to use take all reasonable efforts steps necessary to ensure that the maximum number of all Registrable Securities which may be are registered pursuant to Rule 416 under the 1933 Securities Act are covered by each in the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position action adverse to the position that each the Registration Statement Statements filed hereunder covers cover all of the Rule 416 Securities. If the Company determines that the Registration Statement Statements filed hereunder does do not cover all of the Rule 416 Securities, the Company shall immediately (x) provide to each Investor written evidence notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such therefor. The Company acknowledges that the number of shares of Common Stock initially included in any Registration Statement or relating to the Registrable Securities represents a new Registration Statement in accordance with Section 2(g)good faith estimate of the maximum number of shares issuable upon conversion of the Preferred Stock and exercise of the Warrants.

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate a -------- number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Securities Act so as to cover include in such Registration Statement any and all Registrable Securities which may become issuable to prevent dilution by reason of (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and transactions, (ii) if permitted by law, by reason of certain antidilution provisions or reductions a decline on the Per Share Price as provided in the Conversion Price (as defined in Securities Purchase Agreement to the Certificate of Designations) of extent the Preferred Stock in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the closing bid price of the Common Stock decreases after the Closing Date and prior to the Adjustment Date and (iii) reductions in the Exercise Price of the Warrants in accordance with the terms thereof (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use take all reasonable efforts steps reasonably necessary to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Securities Act are covered by each the Registration Statement filed pursuant to Section 2(a)(i) hereof and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position action adverse to the position that each the Registration Statement Statements filed hereunder covers cover all of the Rule 416 Securities. If the Company determines that the Registration Statement Statements filed hereunder does do not cover all of the Rule 416 Securities, the Company shall immediately (x) provide to each Investor written evidence notice (a "RULE 416 NOTICE") setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g)therefor.

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act so as to cover include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions transactions, and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Conversion Price (as defined in the Certificate of Designations) of the Preferred Stock Shares in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the closing bid price of the Common Stock decreases or changes in the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of the Warrants (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by each the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that each the Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company determines takes a position adverse to the position that the Registration Statement filed hereunder does not cover covers all of the Rule 416 Securities, then the Company shall immediately (x) provide to each Investor written evidence notice setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g)therefor.

Rule 416. The Company and the Investors each acknowledge that -------- each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities pursuant to Rule 416 under the 1933 Act so as to cover any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution the anti- dilution provisions or reductions contained in the Conversion Price (as defined in Securities Purchase Agreement and the Certificate of Designations) of the Preferred Stock Warrants in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the closing bid price of the Common Stock decreases thereof (collectively, the "RULE Rule 416 SECURITIES-------- Securities"). In this regard, although the Company shall not be required to ---------- refer to Rule 416 in the Registration Statement, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by each Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that each Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company determines that the Registration Statement filed hereunder does not cover all of the Rule 416 Securities, the Company shall immediately (xi) provide to each Investor written evidence setting forth the basis for the Company's position and the authority therefor and (yii) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g).

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include -------- an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act so as to cover include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Conversion Price (as defined in the Certificate of Designations) of the Preferred Stock Shares in accordance with the terms thereof, including, without limitation, the terms which may cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the closing bid price of the Common Stock decreases (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by each the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that each the Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company determines that the Registration Statement filed hereunder does not cover all of the Rule 416 Securities, the Company shall immediately (x) provide to each Investor written evidence notice setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g)therefor.

Rule 416. The Company and the Investors each acknowledge that -------- each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities pursuant to Rule 416 under the 1933 Act so as to cover any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution the anti-dilution provisions or reductions contained in the Conversion Price (as defined in Securities Purchase Agreement, the Certificate of Designations) of Notes and the Preferred Stock Warrants in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Conversion Price (as defined in the Certificate of Designations) to decrease as the closing bid price of the Common Stock decreases thereof (collectively, the "RULE Rule 416 SECURITIESSecurities"). In this regard, although the ------------------- Company shall not be required to refer to Rule 416 in the Registration Statement, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by each Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that each Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company determines that the Registration Statement filed hereunder does not cover all of the Rule 416 Securities, the Company shall immediately (xi) provide to each Investor written evidence setting forth the basis for the Company's position and the authority therefor and (yii) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g).

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act ("RULE 416") so as to cover include in such Registration Statement any and all Registrable Securities which may become issuable pursuant to the Securities Purchase Agreement or the Certificate of Amendment (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Conversion Price (as defined in the Certificate of Designations) of the Preferred Stock in accordance with the terms thereof, including, without limitationbut not limited to, the terms which cause the Floating Variable Conversion Price (as defined in the Certificate of Designations) to decrease as to the extent the closing bid price of the Common Stock decreases (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use take all reasonable efforts steps necessary to ensure that the maximum number of all Registrable Securities which may be are registered pursuant to Rule 416 under in the 1933 Act are covered by each Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position action adverse to the position that each the Registration Statement Statements filed hereunder covers cover all of the Rule 416 Securities. If the Company determines that the Registration Statement Statements filed hereunder does do not cover all of the Rule 416 Securities, the Company shall immediately (x) provide to each Investor written evidence notice (a "RULE 416 NOTICE") setting forth the basis for the Company's position and the authority therefor and (y) prepare and file therefor. To the extent that Rule 416 is determined by the SEC not to permit the registration of an amendment to such indeterminate number of Registrable Securities, the initial number of Registrable Securities included on any Registration Statement and each increase (if any) to the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time of such establishment or increase, as the case may be. In the event an Investor shall sell or otherwise transfer any of such holder's Registrable Securities prior to the effectiveness of the Registration Statement, each transferee shall be allocated a new pro rata portion of the number of Registrable Securities to be included in a Registration Statement. Any shares of Common Stock included in a Registration Statement in accordance with Section 2(g)and which remain allocated to any person or entity which does not hold any Registrable Securities shall be allocated to the remaining Investors, pro rata based on the number of shares of Registrable Securities then held by such Investors. For the avoidance of doubt, the number of Registrable Securities held by any Investor shall be determined as if all shares of Preferred Stock and Warrants then outstanding were converted into or exercised for Registrable Securities.

Rule 416. The Company and the Investors each acknowledge that each Registration Statement prepared in accordance hereunder shall include an indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the 1933 Act so as to cover include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) if permitted by law, by reason of certain antidilution provisions or reductions in the Series A and Series B Conversion Price Rates (as defined in the Certificate of Designations) of the Preferred Stock Shares in accordance with the terms thereof, including, without limitation, the terms which cause the Floating Series A and Series B Conversion Price (as defined in the Certificate of Designations) Rates to decrease as the closing bid price of the Common Stock decreases (collectively, the "RULE 416 SECURITIES"). In this regard, the Company agrees to use all reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the 1933 Act are covered by each the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all reasonable efforts to affirmatively support and to not take any position adverse to the position that each the Registration Statement filed hereunder covers all of the Rule 416 Securities. If the Company determines takes a position adverse to the position that the Registration Statement filed hereunder does not cover covers all of the Rule 416 Securities, then the Company shall immediately (x) provide to each Investor written evidence notice setting forth the basis for the Company's position and the authority therefor and (y) prepare and file an amendment to such Registration Statement or a new Registration Statement in accordance with Section 2(g)therefor.