Common use of Sufficiency of Authorized Common Stock Clause in Contracts

Sufficiency of Authorized Common Stock. During the period from the Closing Date until the date on which the Warrants (including any Warrants issuable pursuant to Section 1.4) have been fully exercised, the Company shall at all times have reserved for issuance, free of preemptive or similar rights, a sufficient number of shares of authorized and unissued Warrant Shares to effectuate such exercise (including all Warrant Shares underlying the Warrants issuable pursuant to Section 1.4). Nothing in this Section 4.5 shall preclude the Company from satisfying its obligations in respect of the exercise of the Warrants (including any Warrants issuable pursuant to Section 1.4) by delivery of shares of Common Stock which are held in the treasury of the Company. As soon as practicable following the Closing, the Company shall, at its expense, (a) cause the Warrant Shares (including all Warrant Shares underlying the Warrants issuable pursuant to Section 1.4) to be listed on the NASDAQ Global Market at the time they become freely transferable in the public market under the Securities Act, subject to official notice of issuance, and shall maintain such listing on the NASDAQ Global Market for so long as any Common Stock is listed on the NASDAQ Global Market and (b) use its commercially reasonable efforts to satisfy all continued listing criteria necessary to maintain the listing of the Common Stock with NASDAQ until the date that is two years following the date on which the Warrants (including any Warrants issuable pursuant to Section 1.4) have been fully exercised.

Sufficiency of Authorized Common Stock. During the period from the Closing Date until the date on which the Warrants (including any Warrants issuable pursuant to Section 1.4) have been fully exercised, the Company shall at all times have reserved for issuance, free of preemptive or similar rights, a sufficient number of shares of authorized and unissued Warrant Shares to effectuate such exercise (including all Warrant Shares underlying the Warrants issuable pursuant to Section 1.4). Nothing in this Section 4.5 3.3 shall preclude the Company from satisfying its obligations in respect of the exercise of the Warrants (including any Warrants issuable pursuant to Section 1.4) by delivery of shares of Common Stock which are held in the treasury of the Company. As soon as practicable following the Closing, the Company shall, at its expense, (a) cause the Warrant Shares (including all Warrant Shares underlying the Warrants issuable pursuant to Section 1.4) to be listed on the NASDAQ Global Market at the time they become freely transferable in the public market under the Securities Act, subject to official notice of issuance, and shall maintain such listing on the NASDAQ Global Market for so long as any Common Stock is listed on the NASDAQ Global Market and (b) use its commercially reasonable efforts to satisfy all continued listing criteria necessary to maintain the listing of the Common Stock with NASDAQ until the date that is two years following the date on which the Warrants (including any Warrants issuable pursuant to Section 1.4) have been fully exercised.

Sufficiency of Authorized Common Stock. During Except as set forth in this Section 3.3, during the period from the Closing Date date of the Shareholder Approval until the date on which the Warrants (including any Warrants issuable pursuant to Section 1.4) have been fully exercisedexercised and all the Preferred Shares have been converted or are no longer outstanding, the Company shall at all times have reserved for issuance, free of preemptive or similar rights, a sufficient number of shares of authorized and unissued Warrant Shares to effectuate such exercise (including and a sufficient number of shares of authorized and unissued Underlying Shares to permit the conversion of all Warrant of the outstanding Preferred Shares underlying up to the Warrants issuable pursuant to Section 1.4)maximum amount of shares of Common Stock into which such Preferred Shares may be converted as set forth in the Articles of Amendment. Nothing in this Section 4.5 3.3 shall preclude the Company from satisfying its obligations in respect of the exercise of Warrants or the Warrants (including any Warrants issuable pursuant to Section 1.4) conversion of Preferred Shares by delivery of shares of Common Stock which are held in the treasury of the Company. As soon as practicable following the Closing, the Company shall, at its expense, (a) cause the Warrant Shares (including all Warrant and the Underlying Shares underlying the Warrants issuable pursuant to Section 1.4) to be listed on the NASDAQ Nasdaq Global Select Market (“Nasdaq”), or such other U.S. national securities exchange on which the Common Stock is primarily listed and quoted for trading from time to time, at the time they become freely transferable in the public market under the Securities Act, subject to official notice of issuance, and shall maintain such listing on the NASDAQ Global Market Nasdaq for so long as any Common Stock is listed on the NASDAQ Global Market Nasdaq. Notwithstanding anything to the contrary in this Section 3.3, the Company shall reserve for issuance such Warrant Shares and (b) use its commercially reasonable efforts to satisfy all continued listing criteria necessary to maintain the listing of the Common Stock with NASDAQ until the date that is two years following such Underlying Shares only from the date on which (i) the Company obtains shareholder approval (x) to increase the number of authorized shares of Common Stock sufficient to permit the exercise of the Warrants for the Warrant Shares and to permit the conversion of the Preferred Shares for the Underlying Shares and (y) any shareholder approval necessary under the rules of the Nasdaq Global Select Market (or other securities exchange on which the Common Stock is primarily listed and quoted for trading) in order to permit the transactions contemplated by this Agreement including any the exercise of the Warrants issuable pursuant and the conversion of the Preferred Shares and (ii) the filing with the Secretary of the Commonwealth of Virginia and effectiveness of an amendment to Section 1.4) have been fully exercisedthe Company’s amended and restated articles of incorporation evidencing such shareholder approval (collectively, the “Shareholder Approval”). The Company will use its best efforts to hold a special meeting or an annual meeting of shareholders to vote on the Shareholder Approval no later than 180 days after the Closing Date; provided that if such Shareholder Approval is not obtained at the first such special meeting or annual meeting following the Closing Date, the Company shall use its best efforts to call a special meeting or annual meeting every 90 days following the date of the most recent such meeting to seek such approval until the earlier of the date such Shareholder Approval is obtained or the Warrants and the Preferred Shares are no longer outstanding.