also of importance....
(D) ISSUANCE OF SHARES. The Company has reserved (or will reserve prior to each transaction) sufficient shares of the Common Stock underlying the Preferred Stock for issuance pursuant to this Agreement, which have been duly authorized and reserved those shares of Common Stock for issuance pursuant to this Investment Agreement. Upon issuance in accordance with this Investment Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. In the event the Company cannot reserve a sufficient number of shares of Common Stock for issuance pursuant to this Investment Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of shares of Common Stock required for the Company to perform its obligations hereunder as soon as reasonably practicable.
(U) DILUTIVE EFFECT. The Company understands and acknowledges that the number of shares of Common Stock issuable upon conversion of Preferred Stock pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company's executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Investment Agreement, its obligation to issue shares of Common Stock underlying the Preferred Stock pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.
AI
