Common use of OVERALL LIMIT ON COMMON STOCK ISSUABLE Clause in Contracts

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of Shares issuable by the Company and purchasable by the Investor hereunder shall not exceed 4,190,494 shares of Common Stock outstanding as of the date hereof, subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalization affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company. Without limiting the generality of the foregoing, such shareholders' approval must duly authorize the issuance by the Company of shares of Common Stock totaling 4,190,494 or more of the shares of Common Stock outstanding on the date hereof. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Shares hereunder, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 1(l). If the Maximum Common Stock Issuance limitation delays the exercise of the Investor's right to purchase additional Shares at its election pursuant to Section 1.d., then the Investor shall have the right but not the obligation to exercise its Section 1.d. election pursuant to a Purchase Notice at any time and from time to time within 30 Trading Days of the receipt of such shareholder approval, at the lesser of (i) the Purchase Price specified in the unsatisfied Purchase Notice and (ii) the lowest Purchase Price existing during such delay.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of Shares issuable by the Company to the Purchaser and purchasable by the Investor Purchaser from the Company hereunder shall not exceed 4,190,494 19.99% of the shares of Common Stock outstanding as of the date hereof, subject to appropriate adjustment for stock splits, reverse stock splits, stock dividends, combinations or other similar recapitalization recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless (i) the issuance of Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the Byby-laws and Articles articles of Incorporation incorporation of the Company, or (ii) independent counsel for the Company determines that such shareholder approval is not required by the rules of the market or exchange on which the Common Stock is principally traded, and so notifies the Purchaser. Without limiting the generality of the foregoing, such shareholders' approval (if applicable) must duly authorize the issuance by the Company of shares of Common Stock totaling 4,190,494 or more than 19.99% of the shares of Common Stock outstanding on the date hereof. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Shares hereunder, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 1(l2(k). If the Maximum Common Stock Issuance limitation delays the exercise of the Investor's right to purchase additional Shares at its election pursuant to Section 1.d., then the Investor shall have the right but not the obligation to exercise its Section 1.d. election pursuant to a Purchase Notice at any time and from time to time within 30 Trading Days of the receipt of such shareholder approval, at the lesser of (i) the Purchase Price specified in the unsatisfied Purchase Notice and (ii) the lowest Purchase Price existing during such delay.