Common use of Capital Raising Limitations Clause in Contracts

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. During the period from the date of this Agreement until the date that is sixty (60) days 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. 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 by (C) seven.

Capital Raising Limitations. During the period from the date of this Agreement until the date that is sixty (60) days 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. Notwithstanding the above, the Company may issue or sell Equity Securities without the Investor's written approval The Capital Raising Limitations shall not apply to (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: (Aa) the average per day trading volume issuance of securities upon exercise or conversion of the Company's Common Stock options, warrants or other convertible securities outstanding as of the date hereof, (b) the grant of options or warrants, or the issuance of securities, under any Company stock option or restricted stock plan for the twenty trading days immediately preceding the proposed date of such notice, multiplied by (B) the closing price benefit of the Company's Common Stock on employees, directors or consultants, or (c) the trading day immediately preceding issuance of debt securities, with no equity feature, incurred solely for working capital purposes. If the proposed Investor, at any time, is more than five (5) business days late in paying any Put Dollar Amounts that are then due, the Investor shall not be entitled to the benefits of this Section 6.5.1 until the date of such notice, multiplied by (C) seventhat the Investor has paid all Put Dollar Amounts that are then due.

Capital Raising Limitations. During the period from the date of this Agreement until the date that is sixty six (606) days months 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 6.6.1 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 6.5.2 Investor's Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the abovedate hereof and on or prior to the date that is one (1) year after the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company may issue or sell Equity Securities without the agrees to deliver to Investor's written approval , at least ten (subject 10) days prior to the Right closing of First Refusal described below)("Unauthorized Equity Securities")such transaction, provided that written notice describing the Company may not deliver proposed transaction, including the terms and conditions thereof, and providing the Investor and its affiliates an Advance Put Notice or a Put Notice if, option during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the date of same terms as contemplated by 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) seventransaction.

Capital Raising Limitations. During the period from the date of this Agreement until the date that is sixty (60) days after the earlier of (a) the Termination Date, (b) the date that a Company Termination has occurred and the Company has paid the applicable Termination Fee in full, or (c) the date that an Automatic Termination has occurred and the Company has paid the applicable Termination Fee in full, 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"). The Investor shall respond, in writing, within ten (10) Business Days to any request from the Company for approval of a proposed capital raising transaction. 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 "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 any then outstanding Unauthorized Equity Securities outstanding that are convertible or exchangeable into Common Stock 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 by (C) seven. If the Investor, at any time, is more than five (5) business days late in paying any Put Dollar Amounts that are then due, the Investor shall not be entitled to the benefits of this Section 6.5.1 until the date that the Investor has paid all Put Dollar Amounts that are then due.