COMPANY SHALL BE RESPONSIBLE FOR THE REASONABLE FEES AND EXPENSES OF NO MORE
THAN ONE SUCH SEPARATE COUNSEL.
THE COMPANY WILL NOT BE LIABLE TO ANY PURCHASER
PARTY UNDER THIS AGREEMENT (I) FOR ANY SETTLEMENT BY A PURCHASER PARTY EFFECTED
WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED; OR (II) TO THE EXTENT, BUT ONLY TO THE EXTENT THAT A LOSS,
CLAIM, DAMAGE OR LIABILITY IS ATTRIBUTABLE TO ANY PURCHASER PARTY'S BREACH OF
ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS MADE BY SUCH
PURCHASER PARTY IN THIS AGREEMENT OR IN THE OTHER TRANSACTION DOCUMENTS.
4.12
RESERVATION AND LISTING OF SECURITIES.
(A)
THE COMPANY SHALL MAINTAIN A RESERVE FROM ITS DULY AUTHORIZED
SHARES OF COMMON STOCK FOR ISSUANCE PURSUANT TO THE TRANSACTION DOCUMENTS IN
SUCH AMOUNT AS MAY BE REQUIRED TO FULFILL ITS OBLIGATIONS IN FULL UNDER THE
TRANSACTION DOCUMENTS.
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(B)
IF, ON ANY DATE, THE NUMBER OF AUTHORIZED BUT UNISSUED (AND
OTHERWISE UNRESERVED) SHARES OF COMMON STOCK IS LESS THAN THE REQUIRED MINIMUM
ON SUCH DATE, THEN THE BOARD OF DIRECTORS OF THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO AMEND THE COMPANY'S CERTIFICATE OR ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED BUT UNISSUED SHARES OF COMMON
STOCK TO AT LEAST THE REQUIRED MINIMUM AT SUCH TIME, AS SOON AS POSSIBLE AND IN
ANY EVENT NOT LATER THAN THE 75TH DAY AFTER SUCH DATE.
(C)
THE COMPANY SHALL, IF APPLICABLE: (I) IN THE TIME AND MANNER
REQUIRED BY THE PRINCIPAL TRADING MARKET, PREPARE AND FILE WITH SUCH TRADING
MARKET AN ADDITIONAL SHARES LISTING APPLICATION COVERING A NUMBER OF SHARES OF
COMMON STOCK AT LEAST EQUAL TO THE REQUIRED MINIMUM ON THE DATE OF SUCH
APPLICATION, (II) TAKE ALL STEPS NECESSARY TO CAUSE SUCH SHARES OF COMMON STOCK
TO BE APPROVED FOR LISTING ON SUCH TRADING MARKET AS SOON AS POSSIBLE
THEREAFTER, (III) PROVIDE TO THE PURCHASERS EVIDENCE OF SUCH LISTING, AND (IV)
MAINTAIN THE LISTING OF SUCH COMMON STOCK ON ANY DATE AT LEAST EQUAL TO THE
REQUIRED MINIMUM ON SUCH DATE ON SUCH TRADING MARKET OR ANOTHER TRADING MARKET.
4.13
PARTICIPATION IN FUTURE FINANCING.
(A)
FROM THE DATE HEREOF UNTIL THE DATE THAT THE DEBENTURES ARE NO
LONGER OUTSTANDING, UPON ANY ISSUANCE BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
OF COMMON STOCK OR COMMON STOCK EQUIVALENTS (A "SUBSEQUENT FINANCING"), EACH
PURCHASER SHALL HAVE THE RIGHT TO PARTICIPATE IN UP TO AN AMOUNT OF THE
SUBSEQUENT FINANCING EQUAL TO THE LESSER OF (A) 100% OF THE AGGREGATE AMOUNT OF
THE SUBSEQUENT FINANCING AND (B) THE AGGREGATE PRINCIPAL AMOUNT THEN OUTSTANDING
OF ALL DEBENTURES ISSUED PURSUANT TO THIS AGREEMENT AT THE CLOSING (THE
"PARTICIPATION MAXIMUM") ON THE SAME TERMS, CONDITIONS AND PRICE PROVIDED FOR IN
THE SUBSEQUENT FINANCING.
(B)
AT LEAST 5 TRADING DAYS PRIOR TO THE CLOSING OF THE SUBSEQUENT
FINANCING, THE COMPANY SHALL DELIVER TO EACH PURCHASER A WRITTEN NOTICE OF ITS
INTENTION TO EFFECT A SUBSEQUENT FINANCING ("PRE-NOTICE"), WHICH PRE-NOTICE
SHALL ASK SUCH PURCHASER IF IT