Common use of Limitation on Certain Actions by the Company Clause in Contracts

Limitation on Certain Actions by the Company. The Company shall not take any of the actions listed in Section 4.2 (a)(i), (ii), (iii), (iv) and (ix) below without the written consent or affirmative vote of the holders of at least seventy percent (70%) of the then outstanding shares of Series B Preferred Stock and shall not take any of the actions listed in Section 4.2 (a)(v), (vi), (vii), (viii) and (x) below without the written consent or affirmative vote of the holders of at least fifty-one percent (51%) of the then outstanding shares of Preferred Stock, voting as a single class: any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series B Preferred Stock; any action that authorizes, creates or issues shares of any class or series of stock having preferences superior to the Series B Preferred Stock; any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets senior to preferences of the Series B Preferred Stock; any amendment of the Company's Certificate of Incorporation that adversely affects the rights of the Series B Preferred Stock; any transaction which is described in Section 2(c) of Article FOURTH of the Certificate of Incorporation of the Company unless holders of Preferred Stock receive at least $4.545 per share (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares); the sale of all or substantially all of the Company's assets unless holders of Series A Preferred Stock receive at least $4.545 per share (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares); the liquidation or dissolution of the Company; the declaration or payment of a dividend on the Common Stock (other than a dividend payable solely in shares of Common Stock); taking any other actions adversely affecting the Series B Preferred Stock vis-à-vis the right of holders of any other securities of the Corporation, provided that issuances of pari passu securities shall not be deemed to be adverse affect the Series B Preferred Stock; or the repurchase of any shares of Common Stock except from employees upon termination of employment pursuant to the terms and conditions of employment agreements approved by the Board. The Company shall not take any of the actions listed in Section 4.2 (b)(i), (ii), (iii), (iv) and (v) below without the written consent or affirmative vote of the holders of at least seventy percent (70%) of the then outstanding shares of Series A Preferred Stock: any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred Stock; any action that authorizes, creates or issues shares of any class or series of stock having preferences superior to the Series A Preferred Stock; any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets senior to preferences of the Series A Preferred Stock; any amendment of the Company's Certificate of Incorporation that adversely affects the rights of the Series A Preferred Stock; or taking any other actions adversely affecting the Series A Preferred Stock vis-à-vis the right of holders of any other securities of the Corporation, provided that issuances of pari passu securities shall not be deemed to be adverse affect the Series A Preferred Stock. REGISTRATION RIGHTS

Limitation on Certain Actions by the Company. The Company shall not take any So long as at least a majority of the actions listed in Section 4.2 (a)(i)initially issued shares of Preferred Shares are outstanding, (ii), (iii), (iv) and (ix) below without the written consent or affirmative vote of the holders of at least seventy percent (70%) a majority of the then outstanding shares of Series B Preferred Stock and shall not take Shares will be required for the Company or any of the actions listed in Section 4.2 its Subsidiaries to: (a)(v), (vi), (vii), (viiia) and (x) below without the written consent enter into any agreement to sell or affirmative vote of the holders of at least fifty-one percent (51%) of the then outstanding shares of Preferred Stock, voting as a single class: any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series B Preferred Stock; any action that authorizes, creates or issues shares of any class or series of stock having preferences superior to the Series B Preferred Stock; any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets senior to preferences of the Series B Preferred Stock; any amendment of the Company's Certificate of Incorporation that adversely affects the rights of the Series B Preferred Stock; any transaction which is described in Section 2(c) of Article FOURTH of the Certificate of Incorporation of the Company unless holders of Preferred Stock receive at least $4.545 per share (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares); the sale of sell all or substantially all of the Company's assets unless holders assets; (b) enter into any agreement or take any action to effect a capital reorganization of Series A Preferred Stock receive at least $4.545 per share the Company or any consolidation or merger involving the Company and a Person; (subject c) enter into any agreement or take any action to appropriate adjustments in liquidate or wind up the event of any stock dividend, stock split, combination business or other similar recapitalization affecting such shares); the liquidation or dissolution affairs of the Company; the declaration ; (d) amend, alter or payment of a dividend on the Common Stock (other than a dividend payable solely in shares of Common Stock); taking repeal any other actions adversely affecting the Series B Preferred Stock vis-à-vis the right of holders of any other securities of the Corporation, provided that issuances of pari passu securities shall not be deemed to be adverse affect the Series B Preferred Stock; or the repurchase of any shares of Common Stock except from employees upon termination of employment pursuant to the terms and conditions of employment agreements approved by the Board. The Company shall not take any of the actions listed in Section 4.2 (b)(i), (ii), (iii), (iv) and (v) below without the written consent or affirmative vote of the holders of at least seventy percent (70%) of the then outstanding shares of Series A Preferred Stock: any amendment or change of the rights, preferences, privileges or powers provision of, or the restrictions provided for the benefit ofadd any provision to, the Series A Preferred Stock; any action that authorizes, creates or issues shares of any class or series of stock having preferences superior to the Series A Preferred Stock; any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets senior to preferences of the Series A Preferred Stock; any amendment of the Company's Certificate of Incorporation that adversely affects the rights Incorporation, any Certificate of Designations of preferred stock of the Series A Company or Bylaws if such action would adversely alter or change in any material respect the rights, preferences or privileges of the Preferred Stock; (e) incur any additional indebtedness exceeding $5,000,000 in aggregate principal amount that is senior to the Convertible Notes other than indebtedness existing as of the date of this Agreement or replacement financing or refinancing of such existing debt; (f) enter into any agreement or take any action to make an acquisition, investment or divestiture exceeding $2,500,000; (g) enter into any agreement to issue or issue any additional shares of Common Stock, or securities convertible into or exercisable for share of Common Stock (excluding shares issuable upon conversion of the Preferred Stock or Convertible Notes), to any Affiliate of the Company without consideration or for a consideration per share less than the Fair Market Value per share of the Common Stock; except that this paragraph (g) shall not apply to grants or taking issuances to officers or Directors of the Company pursuant to stock option or other employee benefit plans currently in existence or hereafter adopted by the Company; or (h) enter into any other actions adversely affecting transaction with any of its Affiliates which is not on terms which would result from an arm's length transaction, except that this provision shall not apply to any employment-related or other compensatory arrangement between the Series A Preferred Stock vis-à-vis the right Company and any of holders of any other securities its Affiliates in their capacities as officers, directors, or employees of the Corporation, provided that issuances of pari passu securities shall not be deemed to be adverse affect the Series A Preferred Stock. REGISTRATION RIGHTSCompany.