Common use of Rule 416 Clause in Contracts

Rule 416. The Company and the Investors each acknowledge that an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Securities Act so as to 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) by reason of reductions in the Conversion Price of the Debentures in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent the bid price of the Common Stock decreases (collectively, the "Rule 416 Securities"). In this regard, the Company agrees to take all steps necessary to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the Securities Act are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall affirmatively support and not take any action adverse to the position that the Registration Statements filed hereunder cover all of the Rule 416 Securities. If the Company determines that the Registration Statements filed hereunder do not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that that, absent guidance from the SEC or other definitive authority to the contrary, an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Securities Act so as to include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from as a result of stock splits, stock dividends or similar transactions and (ii) by reason of reductions in the Conversion Price of the Debentures Preferred Stock in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent the closing bid price of the Common Stock decreases (collectively, the "Rule 416 Securities"). In this regard, the Company agrees to take all steps necessary to ensure that the maximum number of all Registrable Securities which may be are registered pursuant to Rule 416 under the Securities Act are covered by in the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall affirmatively support and not take any action adverse to the position that the Registration Statements filed hereunder cover all of the Rule 416 Securities. If the Company determines that the Registration Statements filed hereunder do not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor. If the Investors provide the Company with an opinion of counsel that is contrary to the Rule 416 Notice, the Company shall continue to act in a manner consistent with its obligations under this Section 2(f).

Rule 416. The Company and the Investors each acknowledge that an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Securities 1933 Act so as to 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 reductions in the Conversion Price (as defined in the Certificate of Designations) of the Debentures Preferred Shares in accordance with the terms thereof, including, but not limited towithout limitation, the terms which may cause the Variable Conversion Price to decrease to as the extent the bid price of the Common Stock decreases (collectively, the "Rule RULE 416 SecuritiesSECURITIES"). In this regard, the Company agrees to take use all steps necessary reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the Securities 1933 Act are covered by 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 action position adverse to the position that the Registration Statements Statement filed hereunder cover covers all of the Rule 416 Securities. If the Company determines that the Registration Statements Statement filed hereunder do does not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Securities Act so as to 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) by reason of reductions in the Conversion Price of the Debentures Preferred Stock in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent the bid volume weighted average sale price of the Common Stock decreases (collectively, the "Rule 416 Securities"). In this regard, the Company agrees to take all steps necessary to ensure that the maximum number of all Registrable Securities which may be are registered pursuant to Rule 416 under the Securities Act are covered by in the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall affirmatively support and not take any action adverse to the position that the Registration Statements filed hereunder cover all of the Rule 416 Securities. If the Company determines that the Registration Statements filed hereunder do not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that that, absent guidance from the SEC or other definitive authority to the contrary, an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Securities Act so as to include in such Registration Statement any and all Registrable Securities which may become issuable (i) to prevent dilution resulting from as a result of stock splits, stock dividends or similar transactions and (ii) by reason of reductions in the Conversion Price of the Debentures Preferred Stock in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent the closing bid price of the Common Stock decreases (collectively, the "Rule 416 Securities"). In this regard, the Company agrees to take all steps necessary to ensure that the maximum number of all Registrable Securities which may be are registered pursuant to Rule 416 under the Securities Act are covered by in the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall affirmatively support and not take any action adverse to the position that the Registration Statements filed hereunder cover all of the Rule 416 Securities. If the Company determines that the Registration Statements filed hereunder do not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule 416 Notice") setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Securities Act so as to 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 reductions in the Conversion Price of the Debentures Preferred Stock in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent as the bid price of the Common Stock decreases (collectively, the "Rule RULE 416 SecuritiesSECURITIES"). In this regard, the Company agrees to take use all steps necessary commercially reasonable efforts to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the Securities Act are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall use all commercially reasonable efforts to affirmatively support and to not take any action adverse to the position that the Registration Statements filed hereunder cover covers all of the Rule 416 Securities. If the Company determines that the Registration Statements Statement filed hereunder do does not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule RULE 416 NoticeNOTICE") setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Securities Act so as to 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) by reason of reductions in the Conversion Price of the Debentures Preferred Stock in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent as the bid price of the Common Stock decreases (collectively, the "Rule RULE 416 SecuritiesSECURITIES"). In this regard, the Company agrees to take all steps necessary to ensure that the maximum number of Registrable Securities which may be registered pursuant to Rule 416 under the Securities Act are covered by the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall affirmatively support and not take any action adverse to the position that the Registration Statements filed hereunder cover all of the Rule 416 Securities. If the Company determines that the Registration Statements filed hereunder do not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule RULE 416 NoticeNOTICE") setting forth the basis for the Company's position and the authority therefor.

Rule 416. The Company and the Investors each acknowledge that an -------- indeterminate number of Registrable Securities shall be registered pursuant to Rule 416 under the Securities Act so as to 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) by reason of reductions in the Conversion Price of the Debentures Preferred Stock in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion 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 take all steps necessary to ensure that the maximum number of all Registrable Securities which may be are registered pursuant to Rule 416 under the Securities Act are covered by in the Registration Statement and, absent guidance from the SEC or other definitive authority to the contrary, the Company shall affirmatively support and not take any action adverse to the position that the Registration Statements filed hereunder cover all of the Rule 416 Securities. If the Company determines that the Registration Statements filed hereunder do not cover all of the Rule 416 Securities, the Company shall immediately provide to each Investor written notice (a "Rule RULE 416 NoticeNOTICE") setting forth the basis for the Company's position and the authority therefor.