Common use of Exercise Limit Clause in Contracts

Exercise Limit. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be obligated to issue any shares of Common Stock upon exercise of the Preferred Stock if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that the Company may issue upon conversion of the Preferred Stock to remain in compliance with the Company’s obligations under the rules or regulations of the Trading Market, which rules and regulations limit the amount of shares of Common Stock that the Company may issue upon conversion of the Preferred Stock to no more than an aggregate of 19.99% of the number of shares outstanding on the Closing Date (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Trading Market for issuances of Common Stock in excess of such amount, or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to majority stockholders. In the event that the Company is not obligated, as a result of the operation of the immediately preceding sentence, to issue any shares of Common Stock that it would have otherwise be required to issue upon conversion of Preferred Stock, then the Company shall issue the number of shares of Common Stock that it is obligated issue after giving effect to the immediately preceding sentence and, in addition, on the date of such issuance, shall pay to the holder exercising conversion of Preferred Stock an amount in cash equal to the product of (a) the difference between (x) the number of shares of Common Stock that the Company is obligated issue before giving effect to the immediately preceding sentence, minus (y) the number of shares of Common Stock that the Company is obligated issue after giving effect to the immediately preceding sentence, multiplied by (b) the closing price of the Common Stock on the Trading Market on the Trading Day immediately preceding the date on which the notice of conversion is delivered to the Company by such holder.

Exercise Limit. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be obligated to issue any shares of Common Stock upon exercise of the Preferred Stock if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that which the Company may issue upon conversion of the Preferred Stock to remain in compliance with the Company’s 's obligations under the rules or regulations of the Trading Market, which rules and regulations limit the amount of shares of Common Stock that the Company may issue upon conversion of the Preferred Stock to no more than an aggregate of 19.99% of the number of shares outstanding on the Closing Date (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Trading Market for issuances of Common Stock in excess of such amount, or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to majority stockholders. In the event that the Company is not obligated, as a result of the operation of the immediately preceding sentence, to issue any shares of Common Stock that it would have otherwise be required to issue upon conversion of Preferred Stock, then the Company shall issue the number of shares of Common Stock that it is obligated issue after giving effect to the immediately preceding sentence and, in addition, on the date of such issuance, shall pay to the holder exercising conversion of Preferred Stock an amount in cash equal to the product of (a) the difference between (x) the number of shares of Common Stock that the Company is obligated issue before giving effect to the immediately preceding sentence, minus (y) the number of shares of Common Stock that the Company is obligated issue after giving effect to the immediately preceding sentence, multiplied by (b) the closing price of the Common Stock on the Trading Market on the Trading Day immediately preceding the date on which the notice of conversion is delivered to the Company by such holder.