Common use of Maximum Number of Shares Issuable Clause in Contracts

Maximum Number of Shares Issuable. Notwithstanding the foregoing, the aggregate amount of ACE*COMM Stock that may be issued under this Note, together with the ACE*COMM Stock issued under the Purchase Agreement on or about 24 March 2005 and that is issued under the four other notes entered into by the Borrower or its affiliates on or about 24 March 2005 and the date hereof pursuant to the Purchase Agreement, may not exceed 19.999% of the ACE*COMM Stock outstanding immediately prior to the completion under the Purchase Agreement, unless the Borrower obtains shareholder approval under the rules of the Nasdaq trading market on which the ACE*COMM Stock is then listed to exceed such limit. To the extent the Borrower is prevented by such limitation from issuing ACE*COMM Stock in payment of this Note, whether principal or Interest, the Note shall, notwithstanding an election by the Holder pursuant to Section 2(b), be paid in cash.