Common use of Capital Raising Limitations Clause in Contracts

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

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. NotwithstandingNotwithstanding 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. For Except as hereinafter set forth, 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 (ia) 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"), (iiib) pursuant to any employee stock purchase plan or employee stock option plan of the Company in effect on June 10, 1997the date of the Closing, and disclosed in the Disclosure Documents, or (ivc) pursuant to any security, option, warrant, scrip, call or commitment or right disclosed in the Capitalization ScheduleMemorandum, 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 Fixed Conversion Price (as defined in the Certificate of Designation), (d) pursuant to any acquisition by the Company provided that the purchase price for of such acquisition is paid solely with shares of Common Stock and the price per share of the Common Stock is the greater of $3.60 or the then closing bid price of the Common Stock on the date the purchase price is determined, or (e) pursuant to a private placement if the closing bid price of issuance (the Common Stock is $5.00 or greater, provided that the sale price of the Common Stock to be issued in connection with the case of Common Stock) private placement is at the market price or the conversion, exercise or exchange date (in the case of securities convertible into or exercisable or exchangeable, directly or indirectly, for Common Stock)above. 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.

Capital Raising Limitations. For a Except for Approved Equity Issuances, during the period of one hundred eighty (180) days following the date of Last Closingthat any Preferred Stock remains outstanding, the Company shall not issue or sell, or agree to issueissue or sell Variable Equity Securities (as defined below), except without obtaining the prior written approval of each of the Investors, with the exception of any such agreements or transactions that (i) exist as contemplated hereunder, of the date hereof and (ii) pursuant are not amended or modified after the date hereof. For purposes hereof, the following shall be collectively referred to an offering herein as, the “Variable Equity Securities:” (A) any debt 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 convertibleinto, exercisable or exchangeableexchangeable for, as appropriate, at a conversion price, exercise price or exchange price) less than carry the current market price for right to receive additional shares of Common Stock on the date of issuance either (in the case of Common Stock1) or the 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 further date (at any time after the initial issuance of such debt or equity security due to a change in the case market price of securities the Company’s Common Stock since date of initial issuance, or (B) any amortizing convertible into or exercisable or exchangeablesecurity which amortizes prior to its maturity date, directly or indirectly, for Common Stock). In addition, during such period, where the Company shall is required to or has the option to (or the investor in such transaction has the option to require the Company to) make such amortization payments in shares of Common Stock (whether or not issuesuch payments in stock are subject to certain equity conditions), or agree to issue(C) any debenture or preferred stock that is accompanied by a number of warrants greater than 50% of the original principal amount, divided by the Market Price at the time of closing of such debenture or preferred stock, or (D) any debt securities which are issued Common Stock that is sold at a discount to the principal amount thereofMarket Price at the time of closing that is greater than 10%, or (E) any adjustable warrant where the number of shares issuable thereunder is subject to increase, or (F) any Common Stock that is accompanied by a number of warrants greater than 100% of the number of shares of Common Stock sold by the Company in such transaction, or (G) any warrant, convertible security or other Common Stock Equivalent (as defined in the Certificate of Designations) with a conversion, exercise or exchange price that is set at a price that is less than 70% of the initial conversion price of the Preferred Stock, or (H) any note, debenture or other debt obligation that is accompanied by shares of Common Stock for which the additional consideration paid per share of Common Stock is less than 90% of the Market Price at the time of closing, or (I) any securities of the Company in exchange for goods or services, or (J) any 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 (each, an “Equity Line” transaction). NotwithstandingFor purposes of the above, the “Market Price” at time of closing shall mean the Market Price, as defined in the Certificate of Designations.