Financing Restriction. During any active Regular Purchase Measurement Period or Exemption Purchase Measurement Period, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share Equivalents.
Financing Restriction. The Company may not raise any capital whether in debt or equity until 15 days have passed since the Closing Date.
Financing Restriction. 5 During any active Regular Purchase Measurement Period or Exemption Purchase Measurement Period, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement or filing a registration statement on Form S-8 in connection with any employee benefit plan.
Financing Restriction. Commencing on the Closing Date and ending on the earlier of (i) expiration of the First Option, or (ii) the date on which Purchaser elects to exercise the First Option, neither the Company nor any of its representatives shall enter into any agreement for a Financing Proposal (as defined below) unless Purchaser is a party to the relevant agreement or arrangement or consents in writing to such financing. The term "Financing Proposal," as used in this section, refers to any plan, proposal, agreement or understanding or arrangement contemplating any sale or issuance of any Debt Security or equity security related to the financing of the Company other than any sale or issuance to the shareholders of the Company.
Financing Restriction. In addition to the requirements of Section 4(n) above and during the period commencing on the date hereof and ending sixty (60) calendar days after the date hereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement (as defined below) unless it obtains the prior written consent of the Purchaser. “Subsequent Placement” means any, direct or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposition of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity or debt security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any preferred stock or any purchase rights) of the Company or any of its Subsidiaries, including, without limitation, pursuant to Section 3(a)(9) or Section 3(a)(10) of the 1933 Act.
Financing Restriction. In addition to the requirements of Section 4(n) above and during the period commencing on the date hereof and ending ninety (90) calendar days after the date hereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement (as defined below) unless it obtains the prior written consent of the Purchaser, with the exception of a financing provided by Axxxxx Xxxxxx, Inc., (part of the proceeds of which will be used to Redeem the Note). “Subsequent Placement” means any, direct or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposition of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity or debt security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any preferred stock or any purchase rights) of the Company or any of its Subsidiaries, including, without limitation, pursuant to Section 3(a)(9) or Section 3(a)(10) of the 1933 Act.
Financing Restriction. In addition to the requirements of Section 4(n) above and during the period commencing on the date hereof and ending 60 calendar days after the date hereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement (as defined below) unless it obtains the prior written consent of the Purchaser, with the exception of a one-time financing to be provided during such relevant period by each of Auctus Fund, LLC, and Black Forest Capital, LLC, or financing provided via private placement, or non-convertible loans. “Subsequent Placement” means any, direct or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposition of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity or debt security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any preferred stock or any purchase rights) of the Company or any of its Subsidiaries, including, without limitation, pursuant to Section 3(a)(9) or Section 3(a)(10) of the 1933 Act.
Financing Restriction. During any active Alternate Conversion Measuring Period, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class B Common Stock or Common Stock Equivalents (as defined in the Certificate of Designation), other than shares of Class B Common Stock or Common Stock Equivalents in connection with any employee benefit plan approved by the independent members of the Company’s board of directors or (ii) file any registration statement or amendment or supplement thereto, other than the Registration Statements or filing a registration statement on Form S-8 in connection with any employee benefit plan.
