Additional Financings. The Company shall not, directly nor indirectly, without the prior written consent of the Holder, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock, or file any registration statement, including those on Form S-8 for any securities (a "SUBSEQUENT FINANCING"), in either case ending on the earlier to occur of (i) 360 (three hundred and sixty) days after the effective date of the registration statement covering resale of the shares of Common Stock underlying the Debentures (the “Effective Date”) and (ii) the date on which the full Face Amount, accrued interest and penalties, if any, on the Debentures have been paid ("Lock Up Period"), as set forth in the Debenture Agreement. After May 2, 2006, the Holder shall permit one (1) issuance and registration of the Company’s Common Stock for The Tail Wind Fund, solely for settlement of the current lawsuit. During the twelve (12) month period following Closing, or if there is any outstanding balance on the Debentures, the Holder shall retain a first right of refusal for any additional financings. The Company must submit to the Holder a duly authorized term sheet of the financing and the Holder may elect, in writing within five (5) days, to exercise its right to finance the Company upon the same terms and conditions, as set forth in the Debenture Agreement. In the event the Holder does not elect to complete such financing within such period, the Company may proceed with the proposed third-party financing on the same terms and conditions as contained in the notice to Holder. If at any time while the Debenture or Warrants are outstanding, if the Company issues or agrees to issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding prior to the execution of this Agreement) to any person or entity at a price per share or conversion or exercise price per share less than the Fixed Conversion Price, or if less than the Warrant exercise price in respect of the Warrant Shares, with or without the consent of the Holder, the Fixed Conversion Price and Warrant Exercise Price shall automatically be reduced to a price twenty percent (20%) lower than the price of the new issuance. Additionally, if the Company shall, issue or agree to issue any of the aforementioned services to...
Additional Financings. Nothing herein contained will prevent the Company from issuing any other securities or rights with respect thereto during the period within which a Warrant is exercisable, upon such terms as the Company may deem appropriate.
Additional Financings. FoundryCo shall seek additional financing, and the Shareholders shall make additional capital contributions, in accordance with the terms and conditions set forth in the Funding Agreement.
Additional Financings. Borrower agrees that this Note is now and shall remain senior to any other subsequent debt of Borrower. Where Borrower seeks to enter into any debt or equity financing arrangement during the Term of this Note, then this Note and all related sums due shall immediately become due and payable in their entirety, provided however, at Lender’s sole option, Borrower may be permitted alternate repayment terms. Lender shall not unreasonably withhold its consent from any subordination requests reasonably made by Borrower.
Additional Financings. The Subscriber acknowledges that the Corporation may complete additional financings in the future in order to develop the business of the Corporation and to fund its ongoing development; that there is no assurance that such financings will be available and, if available, on reasonable terms; any such future financings may have a dilutive effect on current securityholders, including the Subscriber; that if such future financings are not available, the Corporation may be unable to fund its ongoing development and the lack of capital resources may result in the failure of its business venture;
Additional Financings. The Joint Obligors will not allow its subsidiaries, and the subsidiaries may not, grant any kind of Credit Line, credit or advance, with or without security, except those credits that are granted within the natural course of business between the Joint Obligors, as long as it has not incurred or continues in an event of default or an early termination cause.
Additional Financings. The Investor and the Issuer acknowledge that their intent is to discuss any financing requirements of the Issuer from time to time before seeking other financing offers or opportunities from third parties. Other than for any Permitted Secured Debt, the Issuer shall, at least ten (10) Business Days prior to executing any binding letter of intent, term sheet, commitment letter or other document or agreement, or engaging in any exclusive negotiation with any Person, in connection with any equity, quasi-equity or debt financing of the Issuer or any of its subsidiaries, including any ATM Offering or “bought deal” financing (each an “Additional Financing”), provide the Investor with written notice of its intention to complete an Additional Financing (a “Consultation Notice”), and which Consultation Notice shall include the anticipated size and pricing of the Additional Financing (which, in each case, may be expressed as a range or with reference to the Market Price). During the ten (10) Business Days following the delivery of a Consultation Notice to the Investor (the “Consultation Period”), the Issuer shall consult with the Investor diligently and in good faith and such consultation shall include good faith discussions with respect to the financing requirements of the Issuer and its subsidiaries at such time, the availability of alternative financing sources and the opportunity for the Investor to, during the Consultation Period, offer to provide all or part of such Additional Financing or any alternative financing. Following the Consultation Period and subject to the terms of any confidentiality or non-disclosure agreement entered into by the Issuer, the Issuer shall keep the Investor reasonably informed in a timely manner of any material development in connection with such Additional Financing including any material change to the terms thereof. For certainty, following the Consultation Period in respect of any Additional Financing, the Issuer shall not require the consent from the Investor pursuant to this Agreement with respect to the entering into of any document or agreement in respect of such Additional Financing.
Additional Financings. Nothing herein contained will prevent the Company from issuing any other securities or rights with respect thereto during the period within which a Warrant is exercisable, upon such terms as the Company may deem appropriate. Notwithstanding the foregoing, the Company shall not, through any issuance or sale of securities, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder in order to protect the exercise rights of the Holder against dilution or other impairment, consistent with the tenor and purpose of this Warrant.
Additional Financings. T shall have raised all the --------------------- funds under the Additional Financings required thereunder to have been raised or obtained either prior to or simultaneously with the date of the relevant Mandatory Exercise as described in the Additional Financing Plan (each, a "Target Date"), including those funds required to have been raised by the relevant Target Date under (i) the debt or equity financing described in Section 10 of the Business Plan and (ii) under the grant from the Investment Center, in each case on terms and conditions which do not significantly deviate from the terms and conditions agreed upon in accordance with Section 5.6 of the Share Purchase Agreement, provided, however, that this condition shall be deemed to have been not satisfied only if the failure to raise such funds causes a material change in the timetable or cost of the Fab 2 project in relation to the Business Plan as determined by S. Notwithstanding the foregoing, the conditions set forth in this Section 5.2.2 shall be deemed to have been met if the funds which were not raised as of the relevant Target Date are raised within 90 days of such Target Date on terms and conditions substantially similar to the terms and conditions upon which such funds were supposed to have been raised in accordance with Section 5.6 of the of the Share Purchase Agreement.
Additional Financings. The Company shall not, directly or indirectly, without the prior written consent of Dutchess Private Equities Fund, L.P., offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock, or file any registration statement, including those on Form S-8 for any securities (a "SUBSEQUENT FINANCING") for a period of 180 days after the Effective Date.
