Common use of Share Authorization Clause in Contracts

Share Authorization. The Company covenants and agrees that it shall ------------------- (i) solicit by proxy Stockholder Approval (as defined below) and (ii) use its best efforts to obtain Stockholder Approval at its next stockholder meeting which shall be held no later than July 31, 2001 (the "Stockholder Approval -------------------- Date"). For purposes hereof, "Stockholder Approval" means (a) authorization by -------------------- the required vote under Nasdaq Rule 4350 of the stockholders of the Company of the issuance of shares of Common Stock upon conversion of shares of Preferred Stock pursuant to the terms of the Certificate of Designation and the exercise of the Warrant pursuant to the terms thereof in the aggregate in excess of 19.99% of the outstanding shares of Common Stock, (b) if necessary and to the extent effected by stockholder vote, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on the Company's ability to issue shares of Common Stock in excess of the Cap Amount (as defined in the Certificate of Designation) and for all other applicable purposes, and (c) authorization by the required vote under the Delaware General Corporation Law to approve the Reverse Stock Split (as defined below). In addition, the Company shall, unless otherwise consented to by Purchaser, have a definitive proxy statement mailed to each stockholder of the Company at least ten (10) days prior to the Stockholder Approval Date.

Share Authorization. The Company covenants and agrees that it shall ------------------- (i) solicit by proxy Stockholder Approval (as defined below) and (ii) use its best efforts to obtain Stockholder Approval at its next stockholder meeting which shall be held no later than July October 31, 2001 (the "Stockholder Approval -------------------- Date"). For purposes hereof, "Stockholder Approval" means (a) authorization by -------------------- the required vote under Nasdaq Rule 4350 of the stockholders of the Company of the issuance of shares of Common Stock upon conversion of shares of Preferred Stock pursuant to the terms of the Certificate of Designation and the exercise of the Warrant pursuant to the terms thereof in the aggregate in excess of 19.99% of the outstanding shares of Common StockStock (the "Financing"), (b) if necessary and to the extent effected by stockholder vote, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on the Company's ability to issue shares of Common Stock in excess of the Cap Amount (as defined in the Certificate of Designation) and for all other applicable purposes, and (c) authorization by the required vote under the Delaware General Corporation Law to approve the Reverse Stock Split (as defined below) and (d) authorization by the required vote under Delaware General Corporation Law to amend the Certificate of Designation in the form of Exhibit A (the "Amended Certificate"). In addition, the Company shall, unless otherwise consented to by Purchaserholders of a majority of the Series E Preferred Stock, have a definitive proxy statement mailed to each stockholder of the Company at least ten (10) days prior to the Stockholder Approval Date.