Common use of Additional Issuances of Securities Clause in Contracts

Additional Issuances of Securities. Prior to the one (1) year anniversary of the Closing Date the Company shall not issue any securities pursuant to any Post-Closing Registration Statement. So long as the Initial Purchasers beneficially own in the aggregate Common Stock or Common Stock Equivalents equal to or convertible or exercisable, as the case may be, into at least 5% of the Company’s outstanding shares of Common Stock (calculated as if the Warrants and the 2012 Warrants were exercised in full without regard to any limitations on exercise of the Warrants or the 2012 Warrants), the Company shall not without the written consent of the Initial Purchasers, and the Company shall not permit its Subsidiary to, directly or indirectly, (i) issue a number of shares of Common Stock (including shares underlying any Common Stock Equivalents) in excess of (I) during calendar year 2015, fifteen percent (15%) (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after the Closing, and (II) in any calendar year thereafter, ten percent 10% (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after Closing; provided that this clause (i) (subject to the first sentence of this Section 4.17) shall not apply to Excluded Securities, or (ii) authorize or grant, or otherwise increase or modify any authorization or grant or existing right under, any option to purchase any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including restricted stock units and options to purchase Common Stock pursuant to the Company’s 2011 Stock Incentive Plan or any other Approved Stock Plan; provided that the Company may take the foregoing actions in this clause (ii) in an amount that does not exceed in the aggregate the number of shares of Common Stock and Common Stock Equivalents permissibly issuable pursuant to an Approved Stock Plan.

Additional Issuances of Securities. Prior to the one (1) year anniversary Except as set forth on Schedule 8.23, so long as any Notes are outstanding, none of the Closing Date Borrowers or any other Subsidiary shall, directly or indirectly, 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 of) any of its debt securities or Equity Interests, including any debt, preferred stock or other instrument or security that may be, at any time during its life, and under any circumstance, convertible into or exchangeable or exercisable for shares of Common Stock, options, convertible securities or debt securities (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) without the Company shall not prior written consent of the Agent and the Required Holders; provided, that notwithstanding the foregoing, the Borrowers may (i) issue any Common Stock and non-redeemable securities pursuant linked to any Post-Closing Registration Statement. So Common Stock, in each case so long as the Initial Purchasers beneficially own proceeds thereof will be applied in the aggregate accordance with Section 2.3, (ii) issue Common Stock or warrants therefor to operating companies in the biotechnology or pharmaceutical industries in connection with strategic alliances and pursuant to employee stock or stock option compensation plans and (iii) issue Conversion Shares pursuant to the terms of this Agreement and the Notes; provided, that in no event shall the Principal Borrower (a) issue any shares of Common Stock, Options or Convertible Securities (each as defined in the Notes) prior to the Filing (other than pursuant to an Approved Stock Equivalents equal Plan (as defined in the Notes), pursuant to or convertible or exercisable, as the case may be, into at least 5% an equity award of the Company’s outstanding up to 1,000,000 shares of Common Stock (calculated as if the Warrants and the 2012 Warrants were exercised in full without regard subject to any limitations on exercise of the Warrants or the 2012 Warrants), the Company shall not without the written consent of the Initial Purchasers, and the Company shall not permit its Subsidiary to, directly or indirectly, (i) issue a number of shares of Common Stock (including shares underlying any Common Stock Equivalents) in excess of (I) during calendar year 2015, fifteen percent (15%) (as adjusted proportionate adjustments for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions events after the First Restated Closing Date) issued to the first new Chief Executive Officer of the Common Stock Principal Borrower hired after the date hereof (provided that occur such equity award is approved by the Board), upon conversion of the Notes, or upon conversion, exchange or exercise of any Option or Convertible Security outstanding prior to the date hereof and set forth on Schedule 7.7, provided that the terms of such Option or Convertible Security are not amended or otherwise modified on or after the date of this the Financing Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of Shares issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Financing Agreement) or (b) issue any shares of Common Stock, Options or Convertible Securities such that such issuance would result in any violation of any other provision of this Financing Agreement (including Section 8.31) or any other Transaction Document. Notwithstanding the aggregate number foregoing or anything else to the contrary contained herein or any other Transaction Document, from the date of this Agreement until the first date following the First Restated Closing Date on which no original Lender or any Affiliate or Related Fund of an original Lender holds any Notes or Lender Shares, the Principal Borrower shall not in any manner issue or sell any Options or Convertible Securities that are convertible into or exchangeable or exercisable for shares of Common Stock and Common Stock Equivalents outstanding after at a price that varies or may vary with the Closing, and (II) in any calendar year thereafter, ten percent 10% (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions market price of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after Closing; provided that this clause (i) (subject to the first sentence of this Section 4.17) shall not apply to Excluded Securities, or (ii) authorize or grant, or otherwise increase or modify any authorization or grant or existing right under, any option to purchase any of the Company’s or its Subsidiaries’ equity or equity equivalent securitiesStock, including restricted stock units and options by way of one or more resets to purchase Common Stock pursuant to the Company’s 2011 Stock Incentive Plan a fixed price or any other Approved Stock Plan; provided that the Company may take the foregoing actions increases in this clause (ii) in an amount that does not exceed in the aggregate the number of shares of Common Stock and issued or issuable, or at a price that upon the passage of time or the occurrence of certain events automatically is reduced or is adjusted or at the option of any Person may be reduced or adjusted, whether or not based on a formulation of the then-current market price of the Common Stock Equivalents permissibly issuable pursuant to an Approved Stock PlanStock.

Additional Issuances of Securities. Prior to the one (1) year anniversary of the Closing Date the Company shall not issue any securities pursuant to any Post-Closing Registration Statement. So long as the Initial Purchasers beneficially own in the aggregate Common Stock or Common Stock Equivalents equal to or convertible or exercisable, as the case may be, into at least 5% of the Company’s outstanding shares of Common Stock (calculated as if the Warrants, the Series F 2015 Warrants, the 2014 Warrants and the 2012 Warrants were exercised in full without regard to any limitations on exercise of the Warrants, the Series F 2015 Warrants, the 2014 Warrants or the 2012 Warrants), the Company shall not without the written consent of the Initial Purchasers, and the Company shall not permit its Subsidiary to, directly or indirectly, (i) issue a number of shares of Common Stock (including shares underlying any Common Stock Equivalents) in excess of (I) during calendar year 2015, fifteen percent (15%) (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after the Closing, and (II) in any calendar year thereafter, ten percent 10% (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after Closing; provided that this clause (i) (subject to the first sentence of this Section 4.17) shall not apply to Excluded Securities, or (ii) authorize or grant, or otherwise increase or modify any authorization or grant or existing right under, any option to purchase any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including restricted stock units and options to purchase Common Stock pursuant to the Company’s 2011 Stock Incentive Plan or any other Approved Stock Plan; provided that the Company may take the foregoing actions in this clause (ii) in an amount that does not exceed in the aggregate the number of shares of Common Stock and Common Stock Equivalents permissibly issuable pursuant to an Approved Stock Plan.

Additional Issuances of Securities. Prior to From the one (1) year date hereof through the 30 day anniversary of the Closing Date the Company shall not issue any securities pursuant to any Post-Closing Registration Statement. So long as the Initial Purchasers beneficially own in the aggregate Common Stock or Common Stock Equivalents equal to or convertible or exercisable, as the case may be, into at least 5% of the Company’s outstanding shares of Common Stock (calculated as if the Warrants and the 2012 Warrants were exercised in full without regard to any limitations on exercise of the Warrants or the 2012 Warrants)date hereof, the Company shall not without the written consent of the Initial Purchaserswill not, directly or indirectly, except pursuant to its existing 10b5-1 plans, employee and director stock and stock option plans (provided that the Company shall not permit its Subsidiary to, directly or indirectly, (i) issue a number during such period the establishment of any Rule 10b5-1 plan pursuant to which shares of Common Stock (including shares underlying any Common Stock Equivalents) in excess of (I) would be sold during calendar year 2015, fifteen percent (15%) (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after the Closingsuch period), and (II) in the existing direct stock purchase plan, offer, sell, grant any calendar year thereafter, ten percent 10% (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after Closing; provided that this clause (i) (subject option to the first sentence of this Section 4.17) shall not apply to Excluded Securities, or (ii) authorize or grantpurchase, or otherwise increase dispose of (or modify announce any authorization or offer, sale, grant or existing right under, any option to purchase or other disposition of) any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including restricted without limitation any debt, preferred stock units or other instrument or security that is, at any time during its life and options to purchase under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Options or Convertible Securities. From the date hereof through the 45 day anniversary of the date hereof, the Company will not, directly or indirectly, except pursuant to the Company’s 2011 Stock Incentive Plan or any other Approved Stock Plan; its existing 10b5-1 plans, employee and director stock and stock option plans (provided that the Company may take shall not permit during such period the foregoing actions in this clause establishment of any Rule 10b5-1 plan pursuant to which shares would be sold during such period), and the existing direct stock purchase plan, offer, sell, grant any option to purchase, or otherwise dispose of (iior announce any offer, sale, grant or any option to purchase or other disposition of) in an amount any of its equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that does not exceed in the aggregate the number of is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock and or Options or Convertible Securities, at a price less than $7.25 per share. “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock Equivalents permissibly issuable pursuant to an Approved Stock Planor Convertible Securities. “Convertible Securities” means any stock or securities (other than Options) convertible into or exercisable or exchangeable for shares of Common Stock.

Additional Issuances of Securities. Prior If at any time prior to the one (1) year anniversary of the Closing Date or on March 10, 2003, the Company shall not issue Common Stock, any securities pursuant security directly or indirectly convertible into or exercisable for Common Stock, or rights, options or warrants to any Post-Closing Registration Statement. So long as the Initial Purchasers beneficially own in the aggregate Common Stock subscribe for, purchase or Common Stock Equivalents equal to acquire, directly or convertible or exercisableindirectly, as the case may be, into at least 5% of the Company’s outstanding shares of Common Stock (calculated as if the Warrants and the 2012 Warrants were exercised excluding shares issued in full without regard to any limitations on exercise of the Warrants transactions described in Sections 8.1, 8.2 or the 2012 Warrants8.4 of this Agreement), the Company Exercise Price in effect immediately prior to such issuance shall not without the written consent be proportionately reduced as of the Initial Purchasersdate of such issuance (assuming all such securities directly or indirectly convertible into or exercisable for Common Stock and all such rights, and the Company shall not permit its Subsidiary tooptions or warrants to subscribe for, purchase or acquire, directly or indirectly, shares of Common Stock were converted, exchanged or exercised as of the date of issuance thereof into or for Common Stock, whether or not actually so convertible, exchangeable or exercisable on such date). Upon each adjustment of the Exercise Price, the Holder of this Warrant shall thereafter be entitled to purchase at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock obtained by dividing (ia) issue a the product of (y) the number of shares purchasable pursuant hereto immediately prior to such adjustment and (z) the Exercise Price immediately preceding such adjustment by (b) the Exercise Price resulting from such adjustment. However, upon the expiration of any right, option or warrant to purchase, directly or indirectly, Common Stock, the issuance of which resulted in an adjustment in the number of shares of Warrant Stock or the Exercise Price pursuant to this Section 8.3, if any such right, option or warrant shall expire and shall not have been exercised, the number of shares of Warrant Stock or the Exercise Price shall be recomputed immediately upon such expiration and effective immediately upon such expiration shall be increased to the price it would have been (but reflecting any other adjustments to the number of shares of Warrant Stock or the Exercise Price made pursuant to the provisions of this Section 8 after the issuance of such rights, options or warrants) had the adjustment of the number of shares of Warrant Stock or the Exercise Price made upon the issuance of such rights, options or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock (including shares underlying actually purchased upon the exercise of such rights, options or warrants. No further adjustment shall be made upon exercise of any Common Stock Equivalents) in excess right, option or warrant if any adjustment shall have been made upon the issuance of (I) during calendar year 2015, fifteen percent (15%) (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after the Closing, and (II) in any calendar year thereafter, ten percent 10% (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after Closing; provided that this clause (i) (subject to the first sentence such security. The provisions of this Section 4.17) 8.3 shall not apply to Excluded Securitiesbe transferable by Argyll Scientific, or (ii) authorize or grant, or otherwise increase or modify any authorization or grant or existing right under, any option to purchase any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including restricted stock units and options to purchase Common Stock pursuant to the Company’s 2011 Stock Incentive Plan or any other Approved Stock Plan; provided that the Company may take the foregoing actions in this clause (ii) in an amount that does not exceed in the aggregate the number of shares of Common Stock and Common Stock Equivalents permissibly issuable pursuant to an Approved Stock Plan.L.L.C.

Additional Issuances of Securities. Prior to the one (1) year anniversary None of the Closing Date Borrower or any Subsidiary shall, directly or indirectly, 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 of) any of its debt securities or Equity Interests, including without limitation any debt, preferred stock or other instrument or security that may be, at any time during its life, and under any circumstance, convertible into or exchangeable or exercisable for shares of Equity Interests, convertible securities or debt securities (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) without the Company shall not prior written consent of the Agent and the Required Holders; provided, that notwithstanding the foregoing, the Borrower may issue any securities pursuant to any Post-Closing Registration Statement. So long as the Initial Purchasers beneficially own in the aggregate (A) shares of Common Stock or Common Stock Equivalents equal issued or issuable to directors, officers, employees or convertible or exercisable, as the case may be, into at least 5% consultants of the CompanyBorrower in connection with their service as directors or officers of the Borrower, their employment by the Borrower or their retention as consultants by the Borrower pursuant to any benefit plans, programs or agreements approved by the Borrower’s outstanding board of directors or any committee thereof; (B) shares of Common Stock or Common Stock Equivalents issued (calculated as if or issuable upon the Warrants and the 2012 Warrants were exercised in full without regard to any limitations on exercise of the Warrants rights, options or the 2012 Warrants)warrants outstanding from time to time) to financial institutions, the Company shall not without the written consent of the Initial Purchasersequipment lessors, and the Company shall not permit its Subsidiary tobrokers or similar persons in connection with commercial credit arrangements, directly equipment financings, commercial property lease transactions or indirectlysimilar transactions, (iC) issue a number of shares of Common Stock (including shares underlying any or Common Stock EquivalentsEquivalents issued in connection with an acquisition, combination, strategic alliance or similar transaction, (D) in excess of (I) during calendar year 2015, fifteen percent (15%) (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and or Common Stock Equivalents issued (or issuable upon exercise of rights, options or warrants outstanding after the Closingfrom time to time) for bona fide services, and (IIE) in any calendar year thereafter, ten percent 10% (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock issued to RNK Holding Company; Wellesley Leasing, LLC; Xxxx Xxxxx Xxxxx; Xxxx Xxxx; Xxxxx Xxxxxxx; Xxxx Xxxxxxx and Common Xxxx Weymss (each, an “RNK Stockholder”) in accordance with the terms of that certain Stock Equivalents outstanding after Closing; provided that this clause (i) (subject to the first sentence of this Section 4.17) shall not apply to Excluded Securities, or (ii) authorize or grant, or otherwise increase or modify any authorization or grant or existing right under, any option to purchase any Issuance and Payment Agreement dated as of the Company’s or its Subsidiaries’ equity or equity equivalent securitiesdate hereof by and among the RNK Stockholders and Borrower, including restricted stock units as in effect on the date hereof and options to purchase Common Stock pursuant to the Company’s 2011 Stock Incentive Plan or any other Approved Stock Plan; provided that the Company may take the foregoing actions in this clause (iiF) in an amount that does not exceed in the aggregate the number of shares of Common Stock issued or issuable upon exercise of rights, options, warrants, notes or other rights to acquire securities of the Borrower outstanding on the Closing Date, provided, with respect to each of the issuances described in the foregoing clauses (A) through (F), no Event of Default has occurred and is continuing or would result therefrom, and so long as, the 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 Equivalents permissibly issuable pursuant to an Approved Stock Planin 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. Prior The Company shall not without each Buyer's prior written approval, at any time on or before the 120th day following the date that the Registration Statement required to be filed pursuant to Section 2(a) of the one Registration Rights Agreement is declared effective by the SEC, agree to issue or issue any Common Stock or other equity security or any other security convertible into or exchangeable or exercisable for Common Stock (including any debt financing with an equity component) or any other right to acquire any Common Stock (the "Convertible Securities") pursuant to Section 4(2) of the 1933 Act or an offering of equity securities (including any debt security with an equity component) under Regulation D or Regulation S of the 1933 Act or in any other private placement or enter into any equity issuing arrangement including an "equity line" or similar product if (A) the per share purchase price for the securities to be so issued or sold is less than the greater of (x) the Conversion Price (as defined in the Debentures) then in effect and (y) the Weighted Average Price (as defined in the Debentures) for the Measuring Period ending on the trading day immediately preceding the issuance date or date of applicable contract, as appropriate or (B) the conversion ratio for any such Convertible Securities may fluctuate, in whole or in part, based on or derived from or by reference to any trading price or other measure of value of Common Stock. The foregoing provisions shall not apply to issuances of Common Stock or Convertible Securities (1) year anniversary in a consensual transaction to the holders of the Closing Date the Company shall not issue any securities pursuant to any Post-Closing Registration Statement. So long as the Initial Purchasers beneficially own in the aggregate Series A provided that (x) such issuance of Common Stock or Common Stock Equivalents equal to or convertible or exercisable, as the case may be, into at least 5Convertible Securities does not constitute more than 19.99% of the Company’s 's outstanding shares of Common Stock (calculated as if the Warrants and the 2012 Warrants were exercised in full without regard to any limitations on exercise of the Warrants or Closing Date, and (y) such issuance is made pursuant to the 2012 Warrantsterms of such Series A Convertible Preferred Stock of the Sorrento Subsidiary in effect on the date immediately preceding the date hereof and such Series A Convertible Preferred Stock of the Sorrento Subsidiary is not amended after the date immediately preceding the date hereof, (2) of up to 14,381,116 shares pursuant to Company authorized stock option plans (which number includes all options already granted), the Company shall not without the written consent (3) of the Initial Purchasers, and the Company shall not permit its Subsidiary to, directly or indirectly, up to 1,000,000 shares (i) issue a number of shares of Common Stock (including shares underlying any Common Stock Equivalents) in excess of (I) during calendar year 2015, fifteen percent (15%) (as adjusted subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions transactions) pursuant to a Strategic Financing (as defined below), (4) upon the exercise of Convertible Securities issued prior to the Common Stock date hereof and disclosed on Schedule 3(c) (the "Existing Securities"), provided, that occur such issuance is made pursuant to the terms of such Existing Securities existing on the date immediately preceding the date hereof and such Existing Securities are not amended after the date of this Agreementimmediately preceding the date hereof, (5) to the seller in connection with an acquisition by the Company, so long as such issuances are not primarily for equity financing purposes and the issuance price per share is not less than the lower of the aggregate number Closing Bid Price on the trading day immediately preceding the issuance date and the twenty (20) day trailing average of shares of Common Stock and Common Stock Equivalents outstanding after the Closing, such Closing Bid Prices and (II6) in any calendar year thereafter, ten percent 10% a underwritten offering registered with the SEC under the 1933 Act (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after Closing; provided that this clause (i) (subject to the first sentence of this Section 4.17) shall not apply to Excluded Securities, or (ii) authorize or grant, or otherwise increase or modify any authorization or grant or existing right under, any option to purchase any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including restricted stock units and options to purchase Common Stock than a shelf registration statement pursuant to the Company’s 2011 Stock Incentive Plan or any other Approved Stock Plan; provided that the Company may take the foregoing actions in this clause (ii) in an amount that does not exceed in the aggregate the number of shares of Common Stock and Common Stock Equivalents permissibly issuable pursuant to an Approved Stock Plan.Rule 415