Common use of COVENANTS BY THE COMPANY Clause in Contracts

COVENANTS BY THE COMPANY. 3.1 Until the earlier of (i) twelve (12) months following the Initial Closing Date (as defined in the PPM) or (ii) such date that there is an effective registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in the Offering and all shares of Common Stock issuable upon exercise of the Warrants issued in the Offering, in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalents (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than $1.00 per share, then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued will result in an actual price paid per share of Common Stock hereunder equal to such lower price (this is intended to be a “full ratchet” adjustment). Such adjustment shall be made successively whenever such an issuance is made. Notwithstanding the foregoing, this Section 3.1 shall not apply in respect of an Exempt Issuance (as defined below). 3.2 For purposes of this Agreement, (i) “Common Stock Equivalents” means any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock and (ii) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

COVENANTS BY THE COMPANY. 3.1 Until The Company agrees that the earlier Subscriber shall have certain registration rights with respect to the shares of Common Stock underlying the Units issued to Subscribers pursuant to the terms of the Registration Rights Agreement attached as Exhibit C to the PPM. 3.2 For a period of six (i) twelve (126) months following the Initial Closing Date (as defined in effectiveness of the PPM) or (ii) such date that there is an effective registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in included within the Offering Units sold and all the shares of Common Stock issuable upon exercise of underlying the Warrants issued in (the Offering“Adjustment Period”), in the event that the Company issues sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than $1.00 per share (such lower price, the “Base Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or any Common Stock Equivalents (as defined below) pursuant so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock may be acquired at a an effective price less per share that is lower than $1.00 per share, such issuance shall be deemed to have occurred for less than the $1.00 per share on such date of the Dilutive Issuance), then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued in the Dilutive Issuance will result in an actual price paid by the Subscriber per share of Common Stock hereunder equal to such lower price (this is intended to be a “full ratchet” adjustment)the Base Price. Such adjustment shall be made successively whenever such an issuance any Dilutive Issuance is mademade within the Adjustment Period. Notwithstanding the foregoing, no adjustment will be made under this Section 3.1 shall not apply 3.2 in respect of an Exempt Issuance. The Company shall notify the Subscriber in writing, no later than 1 business day following a Dilutive Issuance, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance (as defined belowNotice”). 3.2 . For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this AgreementSection 3.2, (i) “Common Stock Equivalents” means upon the occurrence of any securities Dilutive Issuance, the Subscriber is entitled to receive a number of shares based upon the Base Price on or after the date of such Dilutive Issuance, regardless of whether the Subscriber accurately refers to the Base Price in any notice. The exercise price of all unexercised Warrants issued to the Subscriber shall be reduced to 200% of the Base Price upon any Dilutive Issuance during the Adjustment Period. Such Warrant adjustment shall be made successively whenever a Dilutive Issuance requiring an adjustment to the Base Price is made during the Adjustment Period. Notwithstanding anything herein or in any related document to the contrary, the foregoing does not convey to the Subscriber any right to participation in any future financings or offerings now or in the future contemplated or undertaken by the Company. The Company or any of its subsidiaries which would entitle reserves the holder thereof right to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof establish procedures in order to receive, Common Stock and (ii) “Exempt Issuance” means effectuate the issuance of (a) additional shares of Common Stock or options to employees, officers, directors, or consultants of in the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion event of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on dilutive issuance requiring an adjustment to the date of this AgreementBase Price, provided that such securities have not been amended since the date of this Agreement to increase the number in its sole discretion, including delivery of such securities or shares to decrease the exercise, exchange or conversion price of such securities; Subscriber in full and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors complete satisfaction of the Company, provided that any such issuance shall only be to ’s obligation upon a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesDilutive Issuance.

COVENANTS BY THE COMPANY. 3.1 Until the earlier of (i) twelve (12) months following the Initial Closing Date (as defined in the PPM) or (ii) such date that there is an effective registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in the Offering and all shares of Common Stock issuable upon exercise of the Warrants issued in the Offering, in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalents (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than $1.00 0.40 per shareshare (a "Lower Price Issuance"), then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued will result in an actual price paid per share of Common Stock hereunder equal to such lower price (this is intended to be a “"full ratchet” " adjustment). Such adjustment shall be made successively whenever such an issuance is made. In addition to the foregoing, in the event of a Lower Price Issuance, the Subscriber shall have the right to elect to substitute any term or terms of the offering being made in connection with the Lower Price Issuance for any term of the Offering in connection with the Common Stock and Warrants (purchased hereunder) owned by the Subscriber as of the date of such Lower Price Issuance. Notwithstanding the foregoing, this Section 3.1 shall not apply in respect of an Exempt Issuance (as defined below). 3.2 For purposes of this Agreement, (i) “"Common Stock Equivalents” " means any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock and (ii) “"Exempt Issuance” " means the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

COVENANTS BY THE COMPANY. 3.1 Until For a period of the earlier of (i) twelve (12) months following the Initial Closing Date (as defined in the PPM) or ninety (ii90) such days following the date that there is an effective the “resale” registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in and the Offering and all shares of Common Stock issuable upon exercise of underlying the Warrants issued included within the Units sold in the OfferingOffering is declared effective by the SEC (the “Adjustment Period”), in the event that the Company issues sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than $1.00 per share (such lower price, the “Base Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or any Common Stock Equivalents (as defined below) pursuant so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock may be acquired at a an effective price less per share that is lower than $1.00 per share, such issuance shall be deemed to have occurred for less than the $1.00 per share on such date of the Dilutive Issuance), then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued in the Dilutive Issuance will result in an actual price paid by the Subscriber per share of Common Stock hereunder equal to such lower price (this is intended to be a “full ratchet” adjustment)the Base Price. Such adjustment shall be made successively whenever such an issuance any Dilutive Issuance is mademade within the Adjustment Period. Notwithstanding the foregoing, no adjustment will be made under this Section 3.1 shall not apply in respect of an Exempt Issuance. The Company shall notify the Subscriber in writing, no later than 1 business day following a Dilutive Issuance, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance (as defined belowNotice”). 3.2 . For purposes of this Agreementclarification, (i) “Common Stock Equivalents” means any securities of whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3.1, upon the occurrence of any Dilutive Issuance, the Subscriber is entitled to receive a number of shares based upon the Base Price on or after the date of such Dilutive Issuance, regardless of whether the Subscriber accurately refers to the Base Price in any notice. The exercise price of its subsidiaries which would entitle all unexercised Warrants issued to the holder thereof Subscriber shall be reduced to acquire at the Base Price upon any time Common StockDilutive Issuance during the Adjustment Period. Such Warrant adjustment shall be made successively whenever a Dilutive Issuance requiring an adjustment to the Base Price is made during the Adjustment Period. Notwithstanding anything herein or in any related document to the contrary, including, without limitation, the foregoing does not convey to the Subscriber any debt, preferred stock, rights, options, warrants right to participation in any future financings or other instrument that is at any time convertible into offerings now or exercisable in the future contemplated or exchangeable for, or otherwise entitles undertaken by the holder thereof Company. The Company reserves the right to receive, Common Stock and (ii) “Exempt Issuance” means establish procedures in order to effectuate the issuance of (a) additional shares of Common Stock or options to employees, officers, directors, or consultants of in the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion event of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on dilutive issuance requiring an adjustment to the date of this AgreementBase Price, provided that such securities have not been amended since the date of this Agreement to increase the number in its sole discretion, including delivery of such securities or shares to decrease the exercise, exchange or conversion price of such securities; Subscriber in full and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors complete satisfaction of the Company, provided that any such issuance shall only be to ’s obligation upon a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesDilutive Issuance.

COVENANTS BY THE COMPANY. 3.1 Until the earlier of (i) twelve (12) months following the Initial Closing Date (as defined in the PPM) or (ii) such date that there is an effective registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in the Offering and all shares of Common Stock issuable upon exercise of the Warrants issued in the Offering, in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalents (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than $1.00 2.00 per share, then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued will result in an actual price paid per share of Common Stock hereunder equal to such lower price (this is intended to be a “full ratchet” adjustment). Such adjustment shall be made successively whenever such an issuance is made. Notwithstanding the foregoing, this Section 3.1 shall not apply in respect of an Exempt Issuance (as defined below). 3.2 For purposes of this Agreement, (i) “Common Stock Equivalents” means any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock and (ii) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

COVENANTS BY THE COMPANY. 3.1 Until the earlier of (i) twelve (12) months following the Initial Closing Date (as defined in the PPM) date of this Subscription Agreement or (ii) such date that there is an effective registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in the Offering and all shares of Common Stock issuable upon exercise of the Warrants issued in the Offering, in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalents (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than $1.00 per shareshare (as adjusted by any stock split, reverse stock split, stock dividend, recapitalization or otherwise), then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued will result in an actual price paid per share of Common Stock hereunder equal to such lower price (this is intended to be a “full ratchet” adjustment). Such adjustment shall be made successively whenever such an issuance is made. Notwithstanding the foregoing, this Section 3.1 shall not apply in respect of an Exempt Issuance (as defined below). 3.2 For purposes of this Agreement, (i) “Common Stock Equivalents” means any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock and (ii) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with or complementary to the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

COVENANTS BY THE COMPANY. 3.1 Until the earlier of (i) twelve (12) months following the Initial Closing Date (as defined in the PPM) or (ii) such date that there is an effective registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in the Offering and all shares of Common Stock issuable upon exercise of the Warrants issued in the Offering, in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalents (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than $1.00 per share, then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued will result in an actual price paid per share of Common Stock hereunder equal to such lower price (this is intended to be a “full ratchet” adjustment). Such adjustment shall be made successively whenever such an issuance is made. Notwithstanding the foregoing, this Section 3.1 shall not apply in respect of an Exempt Issuance (as defined below). 3.2 For purposes of this Agreement, (i) “Common Stock Equivalents” means any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock and (ii) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company in compliance with Section 3.3 below and pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

COVENANTS BY THE COMPANY. 3.1 Until For a period of the earlier of (i) twelve (12) months following the Initial Closing Date (as defined in the PPM) or (ii) such the date that there is an effective the “resale” registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in and the Offering and all shares of Common Stock issuable upon exercise of underlying the Warrants issued included within the Units sold in the OfferingOffering is declared effective by the SEC (the “Adjustment Period”), in the event that the Company issues sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than $2.00 per share (such lower price, the “Base Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or any Common Stock Equivalents (as defined below) pursuant so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock may at an effective price per share that is lower than $2.00 per share, such issuance shall be acquired at a price deemed to have occurred for less than the $1.00 2.00 per shareshare on such date of the Dilutive Issuance), then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued in the Dilutive Issuance will result in an actual price paid by the Subscriber per share of Common Stock hereunder equal to such lower price (this is intended to be a “full ratchet” adjustment)the Base Price. Such adjustment shall be made successively whenever such an issuance any Dilutive Issuance is mademade within the Adjustment Period. Notwithstanding the foregoing, no adjustment will be made under this Section 3.1 shall not apply in respect of an Exempt Issuance. The Company shall notify the Subscriber in writing, no later than 1 business day following a Dilutive Issuance, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance (as defined belowNotice”). 3.2 . For purposes of this Agreementclarification, (i) “Common Stock Equivalents” means any securities of whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3.1, upon the occurrence of any Dilutive Issuance, the Subscriber is entitled to receive a number of shares based upon the Base Price on or after the date of such Dilutive Issuance. Notwithstanding anything herein or in any of its subsidiaries which would entitle related document to the holder thereof contrary, the foregoing does not convey to acquire at the Subscriber any time Common Stock, including, without limitation, right to participation in any debt, preferred stock, rights, options, warrants future financings or other instrument that is at any time convertible into offerings now or exercisable in the future contemplated or exchangeable for, or otherwise entitles undertaken by the holder thereof Company. The Company reserves the right to receive, Common Stock and (ii) “Exempt Issuance” means establish procedures in order to effectuate the issuance of (a) additional shares of Common Stock or options to employees, officers, directors, or consultants of in the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion event of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on dilutive issuance requiring an adjustment to the date of this AgreementBase Price, provided that such securities have not been amended since the date of this Agreement to increase the number in its sole discretion, including delivery of such securities or shares to decrease the exercise, exchange or conversion price of such securities; Subscriber in full and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors complete satisfaction of the Company, provided that any such issuance shall only be to ’s obligation upon a person which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesDilutive Issuance.