Certain Issuances of Securities. (1) Unless the Company obtains the Stockholder Approval (as defined in the Certificate of Designations) or a waiver thereof from the Nasdaq, the Company will not issue any shares of Common Stock or shares of any other series of preferred stock or other securities convertible into, exchangeable for, or otherwise entitling the holder to acquire, shares of Common Stock which would be subject to the requirements of the Stockholder Approval Rule and which would be integrated with the sale of the Preferred Shares and issuance of the Warrants to the Buyer or the issuance of Common Shares upon conversion of the Preferred Shares or upon exercise of the Warrants for purposes of the Stockholder Approval Rule.
(2) During the period from the date of this Agreement to the later of (i) the date which is one year after the Closing Date and (ii) the date on which the Registration Statement shall have been effective with the SEC for 270 consecutive days, the Company shall not offer, sell, contract to sell or issue (or engage any person to assist the Company in taking any such action)
(A) any security (whether debt or equity) with conversion or exchange terms similar in nature to the conversion rights of the Preferred Stock, (B) any equity securities or securities convertible into, exchangeable for or otherwise entitling the holder to acquire, any Common Stock at a price below the market price of the Common Stock on the date of such issuance (or below an average market price for a reasonable period prior to such issuance) or (C) any equity securities or securities which by their terms are convertible into, exchangeable for or otherwise entitle the holder to acquire, any Common Stock at a price below the market price of the Common Stock on the date of conversion, exchange or other exercise thereof (or below an average market price for a reasonable period prior to such conversion, exchange or other exercise) (collectively, "Equity Securities"); PROVIDED, HOWEVER, that nothing in this Section 4(i)(2) shall prohibit the Company from issuing securities (v) which are equity (not debt) securities issued in a single transaction for aggregate gross consideration of up to $5,000,000 and which (i) are purchased for or are convertible into or are exercisable for shares of Common Stock at a fixed price not more than 20% below the market price of the Common Stock on the date of issuance (or below an average market price for a reasonable period prior to such issuance), and (ii) are not sub...
Certain Issuances of Securities. Subject to Section 2(f), if the Company at any time after the Issuance Date shall issue any additional shares of Common Stock (otherwise than as provided in subsections (a) through (c) of this Section 2) at a price per share less than the Average Price per share of Common Stock for the 20 trading days immediately preceding the date of the authorization of such issuance (the "Market Price") by the Board of Directors or its compensation committee (as applicable), then the Exercise Price upon each such issuance shall be adjusted to that price determined by multiplying the Exercise Price by a fraction:
i. the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock multiplied by the Market Price, and (2) the consideration, if any, received by the Company upon the issuance of such additional shares of Common Stock, and
ii. the denominator of which shall be the Market Price multiplied by the total number of shares of Common Stock outstanding immediately after the issuance of such additional shares of Common Stock. No adjustments of the Exercise Price shall be made under this Section 2(d) upon the issuance of any additional shares of Common Stock that (v) are issued pursuant to any grant or award made prior to the Issuance Date under any thrift plan, stock purchase plan, stock bonus plan, stock option plan, employee stock ownership plan, incentive or profit sharing arrangement or other benefit or compensation plan for the benefit of the Company's officers, directors and/or employees ("Employee Benefit Plans") that has been approved by the Board of Directors of the Company or its compensation committee and that otherwise would cause an adjustment under this Section 2(d); (w) are issued pursuant to any grant or award made on or after the Issuance Date under any Employee Benefit Plan if the "Market Price" of any such issuance is not less than the lesser of the Market Price as determined above and the "Fair Market Value", as defined under the applicable Employee Benefit Plan, on the date of Board or compensation committee authorization; (x) are issued pursuant to any Common Stock Equivalent (as hereinafter defined) (i) if upon the issuance of any such Common Stock Equivalent, any such adjustments shall previously have been made pursuant to Section 2(e), (ii) if no adjustment was required pursuant to Section 2(e), or (iii) if such Common Stock Equivalent was ...
Certain Issuances of Securities. The Company has not issued any shares of Common Stock or shares of any series of preferred stock or other securities convertible into, exchangeable for or otherwise entitling the holder to acquire shares of Common Stock which are subject to Rule 4310(c)(25)(H) of the Nasdaq as in effect from time to time or any successor, replacement or similar provision thereof or of any other market on which the Common Stock is listed for trading (the "Stockholder Approval Rule") and which would be integrated with the sale of the Preferred Shares to the Buyer or the issuance of Common Shares upon conversion thereof or upon exercise of the Warrants for purposes of the Stockholder Approval Rule.
Certain Issuances of Securities. The Company has not issued any shares of Common Stock or shares of any series of preferred stock or other securities convertible into, exchangeable for or otherwise entitling the holder to acquire shares of Common Stock which are subject to Section 4460(i)(1)(D) of the rules of the NASD and which would be integrated with the sale of the Note to the Buyer or the issuance of Conversion Shares upon conversion thereof or the issuance of the Interest Shares in payment of interest thereon for purposes of such Section 4460(i)(1)(D).
Certain Issuances of Securities. The Company has not issued any shares of Common Stock or shares of any series of preferred stock or other securities convertible into, exchangeable for or otherwise entitling the holder to acquire shares of Common Stock which are subject to Rule 4460(i) of Nasdaq (or any successor, replacement or similar provision thereof or of any other market on which the Common Stock is listed for trading) and which would be integrated with the sale of the Note and the Preferred Shares to the Buyer, Interest Notes in payment of interest on the Note or the Interest Notes or the Dividend Shares in payment of dividends on the Preferred Stock or the issuance of Common Shares upon conversion thereof or upon exercise of the Warrants for purposes of such Rule 4460(i) (or any successor, replacement or similar provision thereof or of any other market on which the Common Stock is listed for trading).
Certain Issuances of Securities. The Company has not issued any shares of Common Stock or shares of any series of preferred stock or other securities convertible into, exchangeable for or otherwise entitling the holder to acquire shares of Common Stock that are subject to Rule 4460(i) of Nasdaq (or any successor, replacement or similar provision thereof or of any other market on which the Common Stock is listed for trading) (collectively, "Rule 4460(i)") and that would be integrated with the sale of the Initial Shares to the Buyers or the issuance of Adjustment Warrants or Adjustment Shares for purposes of Rule 4460(i), other than the Company's Series B Convertible Preferred Stock.
Certain Issuances of Securities. The Company will not issue any shares of Common Stock or shares of any series of preferred stock or other securities convertible into Common Stock of the Company for less than the greater of the book or market value of such Common Stock, if such issuance would be integrated as a transaction with the offer and sale of the Preferred Shares and the Warrants to the Buyer and the conversion or exercise thereof for purposes of the requirement for Stockholder Approval (as defined in the Certificate of Designations) under the rules of the AMEX and require Stockholder Approval or a waiver thereof from the AMEX, unless the Company obtains Stockholder Approval or such waiver thereof from the AMEX, as and to the extent required under of the rules of the AMEX.
Certain Issuances of Securities. Unless the Company obtains the approval of its stockholders as required by the Shareholder Approval Rule or a waiver thereof from Nasdaq, the Company will not issue any shares of Common Stock or shares of any series of preferred stock or other securities convertible into, exchangeable for, or otherwise entitling the holder to acquire, shares of Common Stock which would be subject to the requirements of the Shareholder Approval Rule and which would be integrated with the sale of the Common Shares and issuance of the Warrants to the Buyer or the issuance of Warrant Shares upon exercise of the Warrants for purposes of the Shareholder Approval Rule.
Certain Issuances of Securities. If the Company shall make an offering permitted by clause (y) of the first proviso of Section 2.8 of the Note the Buyer shall be provided rights of first refusal in the manner set forth in this Section 5(j) and in accordance with the second proviso of Section
Certain Issuances of Securities. Aura has not issued any shares of Aura Common Stock or shares of any series of preferred stock or other securities convertible into, exchangeable for or otherwise entitling the holder to acquire shares of Aura Common Stock which are subject to the Stockholder Approval Rule and which could be integrated with the issuance of Aura Repricing Shares to the Holders under the Stockholder Approval Rule.
