Common use of Additional Equity Capital Clause in Contracts

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 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 plans approved by the stockholders of the Company.

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 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 or equity-equivalent financing (including debt financing with an equity component) before April 12that involves (A) the issuance of Common Stock (whether upon conversion or exercise of a security convertible into or exercisable for Common Stock) at a discount to the market price of the Common Stock on the date of issuance thereof or, 2001 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 OfferingsFUTURE OFFERINGS") during the period (the "LOCK-UP PERIOD") beginning on the Closing Date and ending ninety (90) days thereafter. In addition, the Company will not conduct any Future Offering during the 180-day period immediately following the expiration of the Lock-Up Period unless it shall have first delivered to Investorthe Buyers, at least ten (10) business days prior to entering into definitive agreements for the closing of such Future Offering with any other Person (as defined in Article IV.B of the Certificate of Designation)Offering, 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 the Buyers and their affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of 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 immediately preceding sentence are collectively referred to as the "Capital Raising LimitationsCAPITAL 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), 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 or (iii) a private placement, the proceeds of which would be used to redeem the Series A Preferred StockCompany. 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 plans plan approved by the stockholders of the Company.

Additional Equity Capital. Subject to the __________________________ exceptions described below, for a six-month the Company agrees that during the period commencing beginning on the date hereof and ending on the later of (i) ninety (90) days from the date hereofhereof and (ii) thirty (30) days following the effective date of the Registration Statement to be filed pursuant to Section 2(a) of the Registration Rights Agreement (the "Lock-Up Period"), the Company will not not, without the prior written consent of a majority-in-interest of the Buyers, obtain or enter into definitive agreements with any party agreement to obtain additional equity or equity-equivalent financing (including debt financing with an equity component) before April 12where the equity is (x) issued on Floating Rate Convertible Terms (as defined below) and (y) to be registered for resale under the 1933 Act within six (6) months of issuance. In addition, 2001 subject to the exceptions described below, the Company will not conduct any equity financing (including debt with an equity component) ("Future Offerings") during the period beginning on the Closing Date and ending one hundred eighty (180) days thereafter unless it shall have first delivered provided 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), each Buyer written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation of its intent to be entered into in connection therewith, and providing Investor's an option during the ten (10) day period following delivery of seek such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the financing. The limitations referred to in this sentence and the preceding sentence paragraph 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 other than a continuous offering continuance offer pursuant to Rule 415 under the 1933 Act), 0000 Xxx) or (ii) issuances of securities as consideration for a merger, consolidation or purchase 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 or (iii) a private placement, the proceeds of which would be used to redeem the Series A Preferred StockCompany. 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 plans plan approved by the stockholders a majority of the Company's disinterested directors. "Floating Rate Convertible Terms" means terms which include the right to buy an indeterminate number of shares of Common Stock upon conversion, redemption or exercise of the Securities or other rights based upon a floating rate conversion, redemption or exercise price derived from the future market price of the Common Stock.