Trading Market Limitation. Upon any adjustment to the Exercise Price pursuant to paragraph (e)(i) above, the number of Warrant Shares purchasable hereunder shall be adjusted by multiplying such number by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately thereafter. This provision shall not restrict the number of shares of Common Stock that a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a transaction contemplated by Section 9 of this Warrant. Notwithstanding any other provisions in this Section 9 to the contrary, if a reduction in the Exercise Price pursuant to paragraph (e)(i) of this Section 9 would require the Company to obtain stockholder approval of the transactions contemplated by the Purchase Agreement pursuant to the applicable rules of the Company’s Principal Trading Market and such stockholder approval has not been obtained, (i) the Exercise Price shall be reduced to the maximum extent that would not require stockholder approval under such rule, and (ii) the Company shall use its commercially reasonable efforts to obtain such stockholder approval as soon as reasonably practicable, including by calling a special meeting of stockholders to vote on such Exercise Price adjustment.
Trading Market Limitation. (i) Notwithstanding any other provisions in this Warrant to the contrary, unless and until the Shareholder Approval is received, no adjustment pursuant to this Section 5 shall require the Company to issue more than an aggregate of 2,858,843 Shares upon exercise of the Warrant and all other warrants issued under the Credit Agreement (“Warrant Share Cap”); provided that the Warrant Share Cap shall be adjusted in connection with any Share Reorganization in the same manner as the number of Warrant Shares is adjusted pursuant to Section 5(a).
Trading Market Limitation. Unless the Company either (i) is ------------------------- permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded or (ii) has obtained approval of the issuance of the Common Shares and Warrant Shares upon exercise of or otherwise pursuant to the Warrants in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the "Stockholder Approval"), in no event shall the total number of Common Shares and Warrant Shares issued upon exercise of or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Shares and Warrant Shares issued or issuable upon exercise of or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal United States securities market on which the Common Stock trades (including Rule 4460(i) of the Nasdaq or any successor rule) (the "Maximum Share Amount") which, as of the Closing Date, shall be 6,159,220 (19.99% of the total shares of Common Stock outstanding on the Closing Date), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Closing Date. In the event that the sum of (x) the aggregate number of shares of Common Shares actually issued plus the aggregate number of Warrant Shares actually issued upon exercise of or otherwise pursuant to the outstanding Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Shares and Warrant Shares issued or issuable upon exercise or otherwise pursuant to the Warrants) plus (y) the aggregate number of Warrant Shares that remain ---- issuable upon exercise of or otherwise pursuant to the Warrants, represents more than 100% of the Maximum Share Amount (the "Triggering Event"), the Company will use its best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as...
Trading Market Limitation. Unless the Corporation (a) either (i) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon conversion of or otherwise pursuant to the Notes and upon exercise of or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (ii) has obtained stockholder approval of the issuance of shares of Common Stock upon conversion of or otherwise pursuant to the Notes and upon exercise of or otherwise pursuant to the Warrants in excess of the Maximum Share Amount
Trading Market Limitation. Unless the Corporation either (i) is permitted (or not prohibited) by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon conversion of or otherwise pursuant to the Debentures and upon exercise of or otherwise pursuant to the Investment Options in excess of the Maximum Share Amount (as defined below) or (ii) has obtained stockholder approval of the issuance of shares of Common Stock upon conversion of or otherwise pursuant to the Debentures and upon exercise of or otherwise pursuant to the Investment Options in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities (the "STOCKHOLDER APPROVAL"), in no event shall the total number of shares of Common Stock issued upon conversion of or otherwise pursuant to the Debentures and upon exercise of or otherwise pursuant to the Investment Options (including any shares of Common Stock issued or issuable upon conversion of or otherwise pursuant to the Series A Preferred Stock (as defined in Article V) issued pursuant to Article V and upon exercise of or otherwise pursuant to any Investment Options contained therein and any shares of capital stock or rights to acquire shares of capital stock issued by the Corporation which are aggregated or integrated with the Common Stock issued or issuable upon conversion of or otherwise pursuant to the Debentures and upon exercise of or otherwise pursuant to the Investment Options for purposes of any such rule or regulation) exceed 4,106,831 (19.99% of the total shares of Common Stock outstanding on the Issue Date) (the "MAXIMUM SHARE AMOUNT"), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. With respect to each Holder of Debentures, the Maximum Share Amount shall refer to such Holder's pro rata share thereof determined in accordance with Article X.X below. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon conversion of or otherwise pursuant to the Debentures and upon exercise of or otherwise pursuant to the Investment Options (including any shares of Common Stock issued upon exercise...
