Capital Raising Limitations. During the period that any Debenture remains outstanding (the “LIMITATION PERIOD”), the Company shall not issue or sell, or agree to issue or sell Variable Equity Securities (as defined below), or any securities of the Company pursuant to an Equity Line (as defined below) structure or format or any securities of the Company in exchange for goods or services, without obtaining the prior written approval of each of the Buyers, with the exception of any such agreements, transactions or Equity Lines existing as of the date hereof. For purposes hereof, an “EQUITY LINE” shall mean a transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed price or price formula. For purposes hereof, the following shall be collectively referred to herein as, the “VARIABLE EQUITY SECURITIES”: (A) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (2) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock since date of initial issuance, or (B) any debenture or preferred stock that is accompanied by a number of warrants greater than the original principal amount, divided by the Market Price at the time of closing of such debenture or preferred stock, or (C) any common stock that is sold at a discount to the Market Price at the time of closing that is greater than 10%, (D) any adjustable warrant where the number of shares issuable thereunder is subject to increase, (E) any Common Stock that is accompanied by a number of warrants greater than the number of shares of Common Stock sold by the Company in such transaction, (F) any warrant, convertible security or other Common Stock Equivalent with a conversion, exercise or exchange price that is set a price that represents a discount to the Market Price at the time of closing of such warrant, convertible security or other Common Stock Equivalent that is ...
Capital Raising Limitations. During the period from the date of this Agreement until the date that is one year after the Termination Date, the Company shall not issue or sell, or agree to issue or sell Equity Securities (as defined below), for cash in private capital raising transactions without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations"). For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering.
Capital Raising Limitations. During the period from the date of this Agreement until the date that is sixty (60) days after the Termination Date, the Company shall not issue or sell, or agree to issue or sell Equity Securities (as defined below), for cash in private capital raising transactions without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations"). For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering.
Capital Raising Limitations. Notwithstanding anything to the contrary herein, if the Company issues any Variable Equity Securities (as defined below) anytime after the date hereof, the Company shall not be entitled to deliver a Put Notice to the Investor and the Investor shall not be required to purchase any Put Shares so long as any portion of such Variable Equity Securities (as defined below) remain outstanding. For purposes hereof, the following shall be collectively referred to herein as, the “Equity Securities”: (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering. For purposes hereof, the following shall be collectively referred to herein as, the “Variable Equity Securities”: any debt or Equity Securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (i) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (ii) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security or upon the occurrence of specified contingent events directly or indirectly related to the business of the Company or the market for the Common Stock.
Capital Raising Limitations. During the period from the date of this Agreement until the date that is sixty (60) days after the Termination Date, the Company shall not issue or sell, or agree to issue or sell Equity Securities (as defined below), for cash in private capital raising transactions without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations"). For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering. Notwithstanding the above, the Company may issue or sell Equity Securities without the Investor's written approval (subject to the Right of First Refusal described below)("Unauthorized Equity Securities"), provided that the Company may not deliver an Advance Put Notice or a Put Notice if, on the date of such proposed Advance Put Notice or Put Notice, the dollar amount of Unauthorized Equity Securities outstanding exceeds the following amount:
(A) the average per day trading volume of the Company's Common Stock for the twenty trading days immediately preceding the proposed date of such notice, multiplied by
(B) the closing price of the Company's Common Stock on the trading day immediately preceding the proposed date of such notice, multiplied by (C) seven.
Capital Raising Limitations. For a period of one hundred eighty (180) days following the date of Last Closing, the Company shall not issue or agree to issue, except (i) as contemplated hereunder, (ii) pursuant to an offering or offerings which, combined with this Offering, do not, in the aggregate, exceed five million dollars ($5,000,000 U.S.), as further limited below (a "Limited Offering"), (iii) pursuant to any employee stock purchase plan or employee stock option plan of the Company in effect on June 10, 1997, and disclosed in the Disclosure Documents, or (iv) pursuant to any security, option, warrant, scrip, call or commitment or right disclosed in the Capitalization Schedule, any equity securities of the Company (or any security convertible into or exercisable or exchangeable, directly or indirectly, for equity securities of the Company) if such securities are issued at a price (or in the case of securities which are convertible into or exercisable or exchangeable, directly or indirectly, for Common Stock, if such securities are convertible, exercisable or exchangeable, as appropriate, at a conversion price, exercise price or exchange price) less than the current market price for Common Stock on the date of issuance (in the case of Common Stock) or the conversion, exercise or exchange date (in the case of securities convertible into or exercisable or exchangeable, directly or indirectly, for Common Stock). In addition, during such period, the Company shall not issue, or agree to issue, any debt securities which are issued at a discount to the principal amount thereof. Notwithstanding the above, a Limited Offering is further limited as follows: the terms of the securities in a Limited Offering must be on the same or substantially similar terms as the Series A Preferred Stock being issued in this Offering; including but not limited to the requirement that the securities in a Limited Offering (a) shall not be convertible into Common Stock at a discount of less than 85% of the market price and (b) shall not be convertible into Common Stock prior to the date that is six (6) months after the Last Closing of this Offering.
Capital Raising Limitations. During the period from the date of this Agreement until the earlier of (i) the date that is one year after the Termination Date, or (ii) (a) in the case of a Company Termination, the date that is one (1) year after the date of such Company Termination, or (b) in the case of an Automatic Termination that is not waived by the Investor, the date that is six (6) months after the date of such Automatic Termination, the Company shall not issue or sell, or agree to issue or sell, for cash in private capital raising transactions (the following to be collectively referred to herein as, the "Equity Securities"), either (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering, without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.6.1 are collectively referred to as the "Capital Raising Limitations").
Capital Raising Limitations. The Company shall not issue any debt or equity securities for cash in private capital raising transactions ("Future Offerings") for a period beginning on the date hereof and ending One Hundred and Eighty (180) days after the Last Closing without obtaining the prior written approval of Subscribers holding a majority of the purchase price of Preferred Stock then outstanding.
Capital Raising Limitations. During the period from the date of this Agreement until the date that is sixty (60) days after the Termination Date, the Company shall not issue or sell, or agree to issue or sell Variable Equity Securities (as defined below), for cash in private capital raising transactions without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations"). For purposes hereof, the following shall be collectively referred to herein as, the "Variable Equity Securities": (A) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (i) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (ii) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security upon the occurrence of specified contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, (B) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering, or (C) any equity securities that are issued at a price that is discounted 20% or more from then current market prices at the time of pricing of the transaction.
Capital Raising Limitations. During the period from the date of this Agreement until the date that is ninety (90) days after the Termination Date (the "Limitation Period"), the Company shall not issue or sell, or agree to issue or sell Variable Equity Securities (as defined below), for cash in private capital raising transactions or any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering without obtaining the prior written approval of the Investor of the Offering. For purposes hereof, the following shall be collectively referred to herein as, the "Variable Equity Securities": any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (i) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (ii) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security due to a change in the market price of the Company's Common Stock since date of initial issuance.
