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. (i) The Company agrees that during the period beginning on the date hereof and ending on the date which is 180 days following the Closing Date (the "Lock-Up Period"), the Company will not, without the prior written consent of the Purchasers, 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) pursuant to any offering exempt from the registration requirements of the Securities Act which grants any registration rights exercisable within one year of the Closing Date ("Future Offerings"). The limitations referred to in this Section 5(k) are collectively referred to as the "Capital Raising Limitations". The Capital Raising Limitations shall not apply to securities issued pursuant to (1) 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, (2) the issuance of securities pursuant to a syndicated underwritten public offering, (3) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (4) 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, or (5) the issuance of securities to a strategic business partner of the Company, (6) the issuance of securities in connection with a bank or equipment financing transaction, or (7) the issuance of any securities pursuant to a transaction made in reliance on Rule 144A under the Securities Act.
(ii) The Company agrees that during the period beginning immediately upon the termination of the Lock-Up Period and ending on the date which is 180 days following such date (the "Participation Period"), each Purchaser shall have a right of first refusal to purchase its Pro Rata Percentage of 20% of the total amount of any issuance of any shares of Common Stock or Preferred Stock of any kind of the Company, whether now or hereafter authorized, and rights, options, or warrants to purchase said Common Stock or Preferred Stock, and securities of any type whats...
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. 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 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. Subject to the exceptions described below, the ------------------------- Company will not, without the prior written consent of a majority-in-interest of the Buyers, 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 or otherwise) at a discount to the market price of the Common Stock on the date of issuance thereof or, in the case of a security convertible into or exercisable for Common Stock, the date of issuance of such convertible security (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 ("FUTURE OFFERINGS") 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 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 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) up to an aggregate of Seventy-Five Million Dollars ($75,000,000) in Future Offerings; provided that the Company shall have first delivered to each Buyer, -------- at least seven (7) business days prior to the closing of such Future Offering or Future Offerings, written notice describing the proposed Future Offering, including the definitive terms and conditions thereof, and providing each Buyer an option during the seven (7) business day period following delivery of such notice to purchase its pro rata share (based on the ratio that the number of Preferred Shares purchased by it hereunder bears to the aggregate numbe...
Additional Equity Capital. The Company agrees that during the period ------------------------- beginning on the date hereof and ending on the date which is 90 days following the Closing Date (the "Lock-Up Period"), the Company will not, without the prior written consent of the Purchasers or their designees, such consent not to be unreasonably withheld, conditioned or delayed, 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") pursuant to any offering exempt from the registration requirements of the Securities Act which grants any registration rights exercisable within six months of the Closing Date. The limitations referred to in this Section 5(i) shall not apply to (i) any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership, collaboration 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, (ii) the issuance of securities pursuant to an underwritten public offering, (iii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof as set forth in Schedule 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. During the period beginning on the date hereof and ending 150 days following the effective date of the Registration Statement required to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, 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 are issued (including any debt financing with an equity component).
Additional Equity Capital. The Company agrees that during the period beginning on the date hereof and ending on the date which is 180 days following the effective date of the Registration Statement required to be filed under Section 2(a) of the Registration Rights Agreement (the "LOCK-UP PERIOD"), the Company will not, without the prior written consent of Castle Creek, contract with any party to obtain additional financing in which any equity or equity-like securities are issued (including any debt financing with an equity feature) ("FUTURE OFFERINGS"). The limitations referred to in the immediately preceding sentence and in the following paragraph are collectively referred to as the "CAPITAL RAISING LIMITATIONS". The Capital Raising Limitations shall not apply to (i) the issuance of securities pursuant to a firm commitment, fully distributed, public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof; (iii) the grant of additional options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock or warrant plan for the benefit of the Company's employees or directors; or (iv) the issuance of securities to a strategic investor (a "STRATEGIC INVESTOR"), provided that in the case of subclause (iv), such sale satisfies each of the following conditions: (A) the sale of securities is approved by the non-employee members of the Board of Directors who, in good faith and exercising reasonable business judgment have concluded that such transaction will further the operational business interests of the Company; and (B) the primary purpose of such sale is other than a financing arrangement.
