Common use of Share Reserve Clause in Contracts

Share Reserve. So long as any of the Notes remain outstanding, the Company shall at all times have not less than a number of authorized but unissued shares of Common Stock equal to the sum of (i) fifty million (50,000,000) shares of Common Stock, which shall not be exclusively reserved for issuance pursuant to the Notes and (ii) one hundred percent (100%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement, and the denominator of which shall be the Conversion Price, which shall be reserved for issuance pursuant to the Notes (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) (collectively, the “Required Reserve Amount”); provided, that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(t) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the number of shares of Common Stock issuable pursuant to the Notes held by each holder thereof on the date of issuance of the Notes (without regards to any limitations on issuance of shares contained therein) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the number of shares of Common Stock issuable pursuant to the Notes then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

Share Reserve. So long as any of the Notes remain outstanding, the Company shall at all times have not no less than a number of shares of authorized but unissued Common Stock reserved for any issuance of shares of Common Stock hereunder (as applicable) equal to the sum of (i) fifty million (50,000,000) 58,784,899 shares of Common Stock, which shall not be exclusively reserved for issuance pursuant less a number of shares corresponding to the number of Common Shares previously issued or delivered in connection with any conversion of Notes and (ii) one hundred percent (100%) or any redemption, repurchase or retirement of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement, and the denominator of which shall be the Conversion Price, which shall be reserved for issuance pursuant to the Notes (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) (collectively, the “Required Reserve Amount”); provided, provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(t) 4.24 be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth transaction or proportionally in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the number of shares connection with any issuance of Common Stock issuable pursuant to under the Notes held by each holder thereof on the date or any such redemption, repurchase or retirement of issuance of the Notes (without regards to any limitations on issuance of shares contained therein) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the number of shares of Common Stock issuable pursuant to the Notes then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. For the avoidance of doubt, the Required Reserve Amount cannot be used by the Company to satisfy any equivalent obligations under the Secured Notes Indenture.

Share Reserve. So long as any shares of the Notes remain outstandingCommon Stock are required to be issued in accordance with Section 3.01(A), the Company shall at all times have not no less than a number of shares of authorized but unissued Common Stock reserved for any issuance of shares of Common Stock equal to the sum of (i) fifty million (50,000,000) 9,629,629 shares of Common StockStock (as adjusted for any stock combination, which shall not be exclusively reserved for issuance pursuant reverse stock split or similar transaction), less a number of shares corresponding to the Notes and (ii) one hundred percent (100%) number of a fraction the numerator shares of which shall be the then outstanding Principal Amount of all Notes Common Stock previously issued or delivered pursuant to this AgreementSection 3.01(A) (as adjusted for any stock combination, and the denominator of which shall be the Conversion Price, which shall be reserved for issuance pursuant to the Notes (which such reservation shall be for the sole benefit of and exclusive availability for the Buyersreverse stock split or similar transaction) (collectively, the “Required Reserve Amount”); provided, provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(t3.01(F) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the number of shares of Common Stock issuable pursuant to the Notes held by each holder thereof on the date of issuance of the Notes (without regards to any limitations on issuance of shares contained therein) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the number of shares of Common Stock issuable pursuant to the Notes then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, this Indenture in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount. For the avoidance of doubt, the Required Reserve Amount cannot be used by the Company to satisfy any equivalent obligation under the Convertible Notes Indenture.

Share Reserve. So long as any of the Notes remain outstanding, the Company shall at all times have not no less than a number of shares of authorized but unissued shares of Common Stock reserved for any issuance of Note Shares equal to the sum of (i) fifty million (50,000,000) shares of Common Stock, which shall not be exclusively reserved for issuance pursuant to the Notes and (ii) one two hundred percent (100200%) of a fraction fraction, the numerator of which shall be the then outstanding Principal Amount of plus an amount equal to all Notes issued pursuant to this Agreementinterest accruable on such outstanding Principal Amount through the Maturity Date (as defined in the Notes), and the denominator of which shall be the Conversion Price, which shall be reserved for issuance pursuant to Market Stock Payment Price (as defined in the Notes (which such reservation shall be for the sole benefit of and exclusive availability for the BuyersNotes) (collectively, the “Required Reserve Amount”); provided, provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(t4(w) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the number of shares of Common Stock issuable pursuant to upon conversion of the Notes held by each holder thereof on the date of issuance of the Notes (without regards to any limitations on issuance of shares contained thereinconversion) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the number of shares of Common Stock issuable pursuant to upon conversion of the Notes then held by such holders thereof (without regard to any limitations on exerciseconversion). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

Share Reserve. So long as any of the Notes remain outstanding, the Company shall at all times have not no less than a number of shares of authorized but unissued Common Stock reserved for any issuance of shares of Common Stock hereunder (as applicable) equal to the sum of (i) fifty million (50,000,000) 87,351,503 shares of Common Stock, which shall not be exclusively reserved for issuance pursuant less a number of shares corresponding to the number of Common Shares previously issued or delivered in connection with any conversion of Notes and (ii) one hundred percent (100%) or any redemption, repurchase or retirement of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement, and the denominator of which shall be the Conversion Price, which shall be reserved for issuance pursuant to the Notes (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) (collectively, the “Required Reserve Amount”); provided, provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(t) 3.24 be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth transaction or proportionally in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the number of shares connection with any issuance of Common Stock issuable pursuant to under the Notes held by each holder thereof on the date or any such redemption, repurchase or retirement of issuance of the Notes (without regards to any limitations on issuance of shares contained therein) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the number of shares of Common Stock issuable pursuant to the Notes then held by such holders thereof (without regard to any limitations on exercise). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

Share Reserve. So long (a) Notwithstanding anything herein to the contrary, the Holder acknowledges and agrees that this Note may not be converted nor any shares issued in payment of accrued interest pursuant to Section 1(b), if, at the time of such conversion or share payment, as any applicable, the Company does not have a sufficient number of authorized shares of Common Stock pursuant to the Notes remain outstandingCompany’s Certificate of Incorporation (the “Certificate of Incorporation”), as in effect as of such date, to cover such issuance. Notwithstanding anything herein to the contrary, the Company shall at all times have not less than hold a Special Meeting of Stockholders prior to December 31, 2016 (the “Meeting”), in order to seek stockholder approval (the “Approval”) to amend its Certificate of Incorporation (the “Amendment”) in order to, among other thing, to provide for a number of authorized but unissued shares of Common Stock equal to such that, following the sum effectiveness of (i) fifty million (50,000,000) shares of Common Stockthe Amendment, which shall not be exclusively reserved for issuance pursuant to the Notes and (ii) one hundred percent (100%) of a fraction the numerator of which shall be the then outstanding Principal Amount of all Notes issued pursuant to this Agreement, and the denominator of which shall be the Conversion Price, which shall be reserved for issuance pursuant to the Notes (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) (collectively, the “Required Reserve Amount”); provided, that at no time shall the number of sufficient shares of Common Stock reserved pursuant will be available to this Section 4(t) be reduced other than provide for the conversion of the Notes in connection with full without regard to any stock combination, reverse stock split or other similar transaction. The amounts limitation on conversion set forth in the definition Notes, as well as any possible payment of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of interest on the Notes based on the number of in shares of Common Stock issuable pursuant to as provided in Section 1(b), and the Notes held by each holder thereof on the date of issuance exercise in full of the Notes (without regards to any limitations on issuance of shares contained therein) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the number of shares of Common Stock issuable pursuant to the Notes then held by such holders thereof (Warrants without regard to any limitations limitation on exercise). exercise set forth in the Warrants. (b) If the Company does not receive the Approval on or prior to December 31, 2016, then the Holder shall have the right at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient through January 31, 2017, at its option, to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of require the Company to ensure that repurchase all or any portion of its Notes, or any portion of the number of authorized shares is sufficient Outstanding Amount thereunder at a price equal to meet the Required Reserve AmountOutstanding Amount elected by the Holder to be redeemed hereunder.