Additional Equity Capital. Subject to the __________________________ exceptions described below, for a six-month period commencing from the date hereof, the Company will not enter into definitive agreements with any party to obtain equity or equity-equivalent financing (including debt financing with an equity component) before April 12, 2001 ("Future Offerings") unless it shall have first delivered to Investor, at least ten (10) business days prior to entering into definitive agreements for such Future Offering with any other Person (as defined in Article IV.B of the Certificate of Designation), written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing Investor's an option during the ten (10) day period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Capital Raising Limitations"). In the event the terms and conditions of a proposed Future Offering are amended in any material respect after delivery of the notice to Investor concerning the proposed Future Offering, the Company shall deliver a new notice to Investor's describing the amended terms and conditions of the proposed Future Offering and Investor's thereafter shall have an option during the ten (10) day period following delivery of such new notice to purchase the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or (iii) a private placement, the proceeds of which would be used to redeem the Series A Preferred Stock. The Capital Raising Limitations also shall n...
Additional Equity Capital. Subject to the exceptions described below, the Company will not, without the prior written consent of Rose Xxxx Xxxital Management, L.P. ("ROSE XXXX"), negotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component) that involves (A) the issuance of Common Stock (whether upon conversion or exercise of a security convertible into or exercisable for Common Stock ("CONVERTIBLE SECURITIES") or otherwise) at a discount to the market price of the Common Stock on the date of issuance thereof or, in the case of Convertible Securities, the date of issuance of such Convertible Securities (taking into account the value of any warrants or options to acquire Common Stock issued in connection therewith) or (B) the issuance of Convertible Securities that are convertible into an indeterminate number of shares of Common Stock or where the issuance price of the Common Stock upon conversion or exercise of such Convertible Securities (including, based upon any conversion, exchange or reset formula) changes at any time after the date of issuance of such Convertible Securities, during the period (the "LOCK-UP PERIOD") beginning on the Closing Date and ending ninety (90) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is first declared effective (plus any days in which sales cannot be made thereunder) (the limitations referred to in this sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS"). The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Xxx) xx (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, the issuance of additional securities, under any Company stock option or restricted stock plan approved by the stockholders of the Company, issuances of...
Additional Equity Capital. During the period beginning on the date hereof and ending 180 days following the effective date of the Registration Statement required to be filed by the Company pursuant to Section 2(a) of the First Registration Rights Agreement (the "First Lock-Up Period"), as well as during the period beginning on the Second Closing Date and ending 120 days following the effective date of the Registration Statement required to be filed by the Company pursuant to Section 2(a) of the Second Registration Rights Agreement (the "Second Lock-Up Period"), the Company will not, without the prior written consent of the Purchaser, contract with any party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one year after the closing date of such additional financing, are issued (including any debt financing with an equity component) (a "Future Offering"). In addition, the Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration of the First Lock-Up Period, as well as during the period beginning on the Second Closing Date and ending 120 days following the expiration of the Second Lock-Up Period, unless it shall have first delivered to the Purchaser, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this and the immediately preceding sentence are collectively referred to as the "Capital Raising Limitations"). The Capital Raising Limitations shall not apply to any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to (i) the issuance of securities pursuant to an underwritten public offering, (ii) the issuance of securities upon exercise or conversion of the Co...
Additional Equity Capital. The Company shall have sold newly issued Common Stock for gross proceeds of at least $20,000,000.
Additional Equity Capital. 4(c) or (iv) the grant of additional options or warrants, or the issuance of --- additional securities, under any duly authorized Company stock option, stock purchase or restricted stock plan for the benefit of the Company's employees, consultants or directors.
Additional Equity Capital. The Company agrees that during the period beginning on the date hereof and ending on the date which is one hundred eighty (180) days following the Closing Date (the "Lock-Up Period"), the Company will not, without the prior written consent of the Funds or their 126 designees, contract with any party to obtain additional financing in which any equity or equity-linked securities are issued (including any debt financing with an equity component) (an "Equity Financing") for an amount in excess of $250,000 per financing unless it shall have first delivered to the Fund, at least ten (10) business days prior to the closing of such Equity Financing, written notice describing the proposed Equity Financing, including the terms and conditions thereof, and providing the Funds and their affiliates an option during the ten (10) business day period following delivery of such notice to purchase all, and not less than all, of the securities being offered in the Equity Financing on the same terms as contemplated by such Equity Financing. The amount of a given Equity Financing shall be determined by aggregating all sums received from a single party and its affiliates during the Lock-Up Period. Such option shall be exercised by each applicable Fund giving written notice to the Company within such period of its agreement to buy a specified amount of the offered securities; provided, that, the Funds collectively elect to purchase all of the securities being offered in the Equity Financing. Closing of such sale shall be on the date of the scheduled closing of the offering with the proposed investors other than the Funds (or on another date if so agreed by Mercator and the Company), provided that the Company shall provide written notice to each applicable Fund and to Mercator at least five (5) business days prior to any such closing. To the extent that the Funds, in the aggregate, elect to purchase more than all of such securities, the amount that each Fund shall be entitled to purchase shall be pro rated based on the Fund's Pro Rata Percentage. To the extent that the terms of an additional Equity Financing are changed in a manner that is at least partially favorable to prospective investors, the Company shall notify the Funds of all changes in such terms and the Funds shall have another ten (10) business day option to purchase on the revised terms and otherwise in accordance with the provisions hereof. The limitations referred to in this Section 5(i) shall not apply to (i) any t...
Additional Equity Capital. Subject to the exceptions described below, during the Lock-up Period (as defined below) the Company will not, without the prior written consent of a majority-in-interest of the Holders, negotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component) that involves (A) the issuance of Common Stock at a discount to the market price of the Common Stock on the date of issuance (taking into account the value of any warrants or options to acquire Common Stock issued in connection therewith) or (B) the issuance of convertible securities that are convertible into an indeterminate number of shares of Common Stock or (C) the issuance of Common Stock upon the conversion of a security convertible into, or exercisable for, Common Stock based on a conversion or exercise price which was fixed at the time of issuance of the security being converted or exercised at a discount to the market price of the Common Stock on the date of issuance of such convertible or exercisable security (the limitations referred to in this sentence are collectively referred to as the "Capital Raising Limitations"). The "Lock-up Period" is the period beginning on the date hereof and ending three hundred sixty-five (365) days from the Closing Date (plus any days in which sales cannot be made under the Registration Statement (as defined below)). The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company, or (iii) the issuance of Common Stock upon the conversion of a security convertible into or exercised for, Common Stock based on a conversion or exercise price which was fixed at the time of issuance of the security being converted or exercised at a price equal to or greater than the market price of the Common Stock on the date of issuance of such convertible or exercisable security. The Capital Raising Limitations also shall not apply to the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible ...
Additional Equity Capital. Subject to the exceptions described below, the Company will not, without the prior written consent of two-thirds (2/3) in interest of the Buyers, negotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component) that (i) involves (A) the issuance of Common Stock at a discount to the market price of the Common Stock on the date of issuance or (B) the issuance of convertible securities that are convertible (x) into an indeterminate number of shares of Common Stock or (y) into shares of Common Stock at a discount to the market price of the Common Stock on either the date of issuance or the date of conversion, and (ii) provides for the registration under the 1933 Act of public resales of the Common Stock referred to in clause (i) above, until the later of (x) nine (9) months after the Closing Date or (y) six (6) months following the effective date of the Registration Statement (as defined in the Registration Rights Agreement). The foregoing limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Xxx) xx (ii) issuances of securities as consideration for a merger, consolidation or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by a majority of the Company's disinterested directors.
Additional Equity Capital. The Company agrees to consult in good faith with NightWatch about meeting any equity financing needs at any time prior to the second anniversary date of the Closing Date. For a period of two years following the Closing Date, prior to offering (or accepting any offer) to issue or sell to any third party (a “Subsequent Financing”), (i) securities related to any additional equity or equity-related financing (including debt financing with an equity component) or (ii) Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (clauses (i) and (ii) are collectively referred to herein as the “Financing Securities”), the Company covenants and agrees to offer in writing (a “Rights Notice”) to the Buyers (or their affiliates) the right to purchase (on a pro rata basis among the Buyers in accordance with their percentage of securities purchased hereunder) Units having an aggregate purchase price of $3,000,000 (the “Additional Units”), in one or more transactions, on substantially the same terms and conditions set forth in this Agreement (the “First Offer Rights”). The Rights Notice shall provide the Buyers (or their affiliates) an option to exercise the First Offer Rights during the fifteen (15) Trading Days following delivery of the Rights Notice (the “Option Period”), and pursuant to the same forms of definitive agreements as the Transaction Documents. If a Buyer elects not to exercise its First Offer Rights, the other Buyers may participate on a pro rata basis so long as such participation in the aggregate does not exceed the aggregate Additional Units being offered
Additional Equity Capital. The Company agrees to use commercially reasonable efforts, at its sole expense, to arrange for one or more third parties (the ”Third Party Investors”) to purchase Investor Shares pursuant to the terms of this Section 7.05. eMerge agrees to cooperate in good faith with the Company’s efforts to raise additional equity capital pursuant to this Section 7.05; provided, that in the event the Merger is not consummated due to the termination of this Agreement by eMerge or the Company under Section 9.01(a), (b), (c), (d), (e), (f), (g) or (k) (but with respect to (k), only if eMerge terminates this Agreement due to a material breach of this Agreement by the Company or Shield), the Company shall reimburse eMerge for any expenses it may have incurred in connection therewith. The Company shall prepare Investor Presentations to be delivered to potential Third Party Investors regarding potential investments in eMerge’s securities, which materials will be subject to the prior consent of eMerge. The Company, in its sole discretion, shall make the final determination of the identity of the Third Party Investors, the terms and conditions of the purchase of the Investor Shares and the timing and amounts of any such purchase or purchases. Notwithstanding the foregoing, Investor Shares will be offered and sold on the following terms and conditions:
