Common use of Nasdaq Requirements Clause in Contracts

Nasdaq Requirements. Nothing in the Transaction Documents may be read or construed (i) to violate the rules of the Securities and Exchange Commission or any market in which shares of ICSL are traded, and including the maintenance criteria of the NASDAQ Rule 4460(i)(1)(D)(iii), (as applied to all shares of ICSL's Common and Preferred Stock deemed to be aggregated under said Rule), or (ii) to trigger the right of first refusal under ICSL's 7.5% and 7% Convertible Debentures, and the Parties agree that in the event either (i) or (ii) would otherwise occur, this Agreement shall not be enforceable against either Party to the extent of such occurrence, and further, the Parties agree that in the event either (i) or (ii) would otherwise occur, they shall amend this Agreement to reflect, and the Designation of Rights and Preferences of the Preferred Stock shall reflect, such adjustment to price or quantity as may be necessary to avoid the occurrence of either (i) or (ii).