Issuance of Capital Stock. Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.
Issuance of Capital Stock. Seller shall not, and shall not permit any of its subsidiaries to, in each case without the prior written consent of Purchaser, sell or issue Equity Interests of Seller or any of its subsidiaries of any kind or nature, in any amount, other than the sale and issuance of the Senior Preferred Stock and Warrant on the Effective Date and the common stock subject to the Warrant upon exercise thereof, and other than as required by (and pursuant to) the terms of any binding agreement as in effect on the date hereof.
Issuance of Capital Stock. Notwithstanding any other provision of this Note or any applicable agreement or document, except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of Capital Stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder’s prior written approval: (i) issue any shares of Capital Stock (as defined in Section 12.1 hereof) or other securities, or any instruments exercisable for or convertible into Capital Stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.
Issuance of Capital Stock. If and whenever the Company shall issue or sell any shares of Capital Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to a price (calculated to the nearest cent) determined by dividing (x) an amount equal to the aggregate consideration received by the Company upon such issue or sale, by (y) the total number of shares of Capital Stock so issued or sold.
Issuance of Capital Stock. Other than securities issued (x) pursuant to stock option plans authorized by the Board of Directors of the Company at a meeting of such Board held on May 28, 1997 (provided that either the exercise price of such options is at least $3.50 per share or that the option may not be exercised during the twelve months following the Closing), or (y) pursuant to the private offering which was authorized by the Board of Directors of the Company pursuant to resolutions dated February 13, 1997 (provided such sale of securities is closed and funded no later than July 31, 1997), if and whenever the Company shall issue or sell any shares of Capital Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, and/or the Company shall issue or sell any shares of its Capital Stock for a consideration per share less than the Net Asset Value on the date of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to a price (calculated to the nearest cent) determined as provided in PARAGRAPH (I) below (in the case of a consideration per share less than the Exercise Price), or the price (calculated to the nearest cent) determined as provided by PARAGRAPH (II) below (in the case of a consideration per share less than the Net Asset Value), or the lower of the prices (calculated to the nearest cent) determined as provided in PARAGRAPHS (I) and (II) below (in the case of a consideration per share which is less than both the Exercise Price and the Net Asset Value):
(i) by dividing X by Y, where "X" is an amount equal to the sum of (A) the total number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, and (B) the consideration, if any, received by the Company upon such issue or sale, and where "Y" is the total number of shares of Capital Stock outstanding immediately after such issue or sale; and
(ii) by multiplying the Exercise Price in effect immediately prior to the time of such issue or sale by X/Y, where "X" is an amount equal to the sum of (A) the number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the Net Asset Value immediately prior to such issue or sale and (B) the consideration received by the Company upon such issue or sale, and where "Y" is equal to the product of (A) the total number of shares of Capital Stock outsta...
Issuance of Capital Stock. Other than Company, no Credit Party shall, nor shall it permit any of its Subsidiaries to, issue or sell or enter into any agreement or arrangement for the issuance and sale of any shares of its Capital Stock, any securities convertible into or exchangeable for its Capital Stock, or any warrants, options or other rights for the purchase or acquisition of shares of its Capital Stock. No Credit Party shall, nor shall it permit any of its Subsidiaries to, issue or sell any Disqualified Capital Stock.
Issuance of Capital Stock. If and whenever the Company shall issue or sell any shares of Capital Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to a price (calculated to the nearest cent) determined by dividing (x) an amount equal to the sum of (aa) the total number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, and (bb) the consideration, if any, received by the Company upon such issue or sale, by (y) the total number of shares of Capital Stock outstanding immediately after such issue or sale.
Issuance of Capital Stock. Except as contemplated by the Transactions, Borrower shall not issue, or agree or commit to issue, any shares of capital stock, or to issue or grant any option, warrant, security or other rights (contingent or otherwise) to purchase or acquire shares of its capital stock, or any bond, debenture or other instrument or obligation which has the power to vote in respect to the corporate affairs and management of Borrower.
Issuance of Capital Stock. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, issue any Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Capital Stock to any Person other than (i) for transfers and replacements of then outstanding shares of capital stock or other Capital Stock, (ii) for stock splits, stock dividends and issuances which do not decrease the percentage ownership of the Borrower and its Restricted Subsidiaries (taken as a whole) in any class of the capital stock or other Capital Stock of such Restricted Subsidiary of the Borrower, (iii) common Capital Stock and, in the case of the Borrower, any warrants, rights or options to purchase or other arrangements or rights to acquire such common Capital Stock of the Borrower, (iv) in the case of the Borrower, Qualified Preferred Stock, (v) in the case of Restricted Subsidiaries of the Borrower, Preferred Stock issued (x) to any Credit Party or (y) other than Preferred Stock issued by a Credit Party, to any wholly-owned Restricted Subsidiary thereof, (vi) in the case of Foreign Restricted Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law and for other nominal share issuances to Persons other than the Borrower and its Restricted Subsidiaries to the extent required under applicable law, and (vii) issuances by Restricted Subsidiaries of the Borrower which are newly created or acquired in accordance with the terms of this Agreement.
Issuance of Capital Stock. So long as any portion of this Note is outstanding, the Company shall not, without the prior written consent of the Buyer(s), issue or sell shares of Common Stock or Preferred Stock (i) without consideration or for a consideration per share less than the bid price of the Common Stock (the "Bid Price") determined immediately prior to its issuance, (ii) any warrant, option, right, contract, call, or other security instrument granting the holder thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's Bid Price value determined immediately prior to it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8, except for the registration of an employee stock option plan. Notwithstanding anything to the contrary, the Company may issue Common Stock issuable pursuant to the Company's obligations upon the conversion of stock options, convertible debt or Class B Common Stock. For purposes of this Section, Bid Price shall mean, on any date, the closing bid price (as reported by Bloomberg L.P.) of the Common Stock on the principal market (the "Principal Market") or if the Common Stock is not traded on a Principal Market, the highest reported bid price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc. The Principal Market shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the American Stock Exchange, the OTC Bulletin Board or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock.
