Common use of Additional Issuances of Securities Clause in Contracts

Additional Issuances of Securities. (a) The Company agrees that, except for the Other Securities Agreements, if any, for the period commencing on the date hereof and ending ninety (90) days after the Closing, neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity or equity equivalent securities, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time and under any circumstances convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of the issuance of (A) Company stock or options to purchase Company stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called pxxxx warrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, or (E) the Conversion Shares (each of the foregoing in clauses (A) through (E), collectively the “Excluded Securities”).

Additional Issuances of Securities. (a) The Company agrees that, except for the Other Securities Purchase Agreements, if any, and the Company’s issuance of its equity securities to the Co-Investment Fund II, L.P. as a result of their demand to convert all or any portion of their loan into equity securities pursuant to First Amendment to Loan Documents dated June 15, 2010, for the period commencing on the date hereof and ending ninety (90) days after the Closing, neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity or equity equivalent securities, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time and under any circumstances convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of the issuance of (A) Company stock or options to purchase Company stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called pxxxx xxxxx warrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, or (E) the Conversion Shares, or (F) the Warrant Shares (each of the foregoing in clauses (A) through (EF), collectively the “Excluded Securities”).

Additional Issuances of Securities. (a) The Company agrees that, except for the Other Securities Agreements, if any, for the period commencing on the date hereof and ending ninety (90) days after the Closing, neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity or equity equivalent securities, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time and under any circumstances convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of the issuance of (A) Company stock or options to purchase Company stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called pxxxx warrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, or (E) the Conversion Shares, or (F) the Warrant Shares (each of the foregoing in clauses (A) through (EF), collectively the “Excluded Securities”).

Additional Issuances of Securities. (a) The Company agrees thatNone of the Borrower or any Subsidiary shall, except for the Other Securities Agreements, if any, for the period commencing on the date hereof and ending ninety (90) days after the Closing, neither the Company nor any of its Subsidiaries shall directly or indirectly issueindirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity its debt securities or equity equivalent securitiesEquity Interests, including, including without limitation, limitation any debt, preferred stock, rights, options, warrants stock or other instrument or security that is may be, at any time during its life, and under any circumstances circumstance, convertible into or exchangeable foror exercisable for shares of Equity Interests, convertible securities or otherwise entitles the holder thereof to receive, capital stock and other debt securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) Notwithstanding without the prior written consent of the Agent and the Required Holders; provided, that notwithstanding the foregoing, this Section 4.11 shall not apply in respect of the issuance of Borrower may issue (A) Company stock shares of Common Stock or options to purchase Company stock Common Stock Equivalents issued or issuable to directors, officers, employees or consultants of the Company Borrower in connection with their service as directors or officers of the CompanyBorrower, their employment by the Company Borrower or their retention as consultants by the Company Borrower pursuant to an equity compensation program any benefit plans, programs or other contract or arrangement agreements approved by the Board Borrower’s board of Directors of the Company (directors or the compensation any committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, thereof; (B) shares of Common Stock or standard Common Stock Equivalents issued (or issuable upon the exercise of rights, options or warrants (including so-called pxxxx warrantsoutstanding from time to time) to purchase Common Stock financial institutions, equipment lessors, brokers or similar persons in connection with strategic alliancescommercial credit arrangements, acquisitionsequipment financings, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in commercial property lease and financing transactions or similar transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion of Common Stock or exercise of Common Stock Equivalents issued prior to the date hereofin connection with an acquisition, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder combination, strategic alliance or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investorssimilar transaction, (D) shares of Common Stock or Common Stock Equivalents issued (or issuable upon exercise of rights, options or warrants outstanding from time to time) for bona fide services, (E) shares of Common Stock issued to RNK Holding Company; Wellesley Leasing, LLC; Xxxx Xxxxx Xxxxx; Xxxx Xxxx; Xxxxx Xxxxxxx; Xxxx Xxxxxxx and Xxxx Weymss (each, an “RNK Stockholder”) in accordance with the terms of that certain Stock Issuance and Payment Agreement dated as of the date hereof by and among the RNK Stockholders and Borrower, as in effect on the date hereof and (F) shares of Common Stock issued or issuable by reason upon exercise of a dividendrights, stock split options, warrants, notes or other distribution rights to acquire securities of the Borrower outstanding on Common Stockthe Closing Date, or (E) the Conversion Shares (provided, with respect to each of the issuances described in the foregoing in clauses (A) through (EF), collectively no Event of Default has occurred and is continuing or would result therefrom, and so long as, the “Excluded Securities”)mandatory prepayment required to be made pursuant to Section 2.3(b)(iii) is made concurrently therewith. Notwithstanding the foregoing, nothing in this Section 8.23 shall prevent the issuance of Common Stock in connection with the IPO, provided that the IPO is consummated after (or concurrently with) the payment in full, in cash of all Obligations hereunder.

Additional Issuances of Securities. (a) The Company agrees that, except for the Other Securities Agreements, if any, and the Rights Offering, for the period commencing on the date hereof and ending ninety (90) days after the Closing, neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity or equity equivalent securities, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time and under any circumstances convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of the issuance of (A) Company stock or options to purchase Company stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called pxxxx warrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, or (E) the Conversion Shares, or (F) the Warrant Shares (each of the foregoing in clauses (A) through (EF), collectively the “Excluded Securities”).

Additional Issuances of Securities. (a) The Company agrees that, except for the Other Securities Agreements, if any, for the period commencing on the date hereof and ending ninety (90) days after the Closing, neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity or equity equivalent securities, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time and under any circumstances convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of the issuance of (A) Company stock or options to purchase Company stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called pxxxx warrantspexxx xarrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, or (E) the Conversion Shares, or (F) the Warrant Shares (each of the foregoing in clauses (A) through (EF), collectively the “Excluded Securities”).

Additional Issuances of Securities. (a) The Company agrees that, except for the Other Securities Agreements, if any, that for the period commencing on the date hereof and ending ninety (90) days after the Closing, neither the Company nor any of its Subsidiaries subsidiaries shall directly or indirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity or equity equivalent securities, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time and under any circumstances convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) . Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of the issuance of (A) Company stock Common Stock or standard options to purchase Company stock Common Stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called pxxxx warrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, Stock or (E) the Conversion Warrant Shares (each of the foregoing in clauses (A) through (E), collectively the “Excluded Securities”).

Additional Issuances of Securities. (a) The Company agrees that, except for the Other Securities Agreements, if anyin accordance with Section 2.1(b), for the period commencing on the date hereof and ending ninety (90) days after the Closing, neither the Company nor any of its Subsidiaries subsidiaries shall directly or indirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity or equity equivalent securities, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time and under any circumstances convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) The Company agrees that it shall not engage in any Subsequent Placement after the ninety (90) day period set forth in Section 4.11(a) has expired without the prior written consent of Co-Investment Fund, if such Subsequent Placement seeks to raise less than $15 million. (c) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of the issuance of (A) Company stock Common Stock or standard options to purchase Company stock Common Stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called pxxxx warrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, Stock or (E) the Conversion Warrant Shares (each of the foregoing in clauses (A) through (E), collectively the “Excluded Securities”).