Issuance of Other Securities. If, at any time after the Exchange Date ---------------------------- (as defined in the Exchange Agreement), the Corporation shall issue any securities which are convertible into or exchangeable for Common ("Convertible Securities") either (i) at a conversion or exchange rate based on a discount from the Market Price of the Common Stock at the time of conversion or exercise or (ii) with a fixed conversion or exercise price less than the Conversion Price, then, at the Holder's option: (x) in the case of clause (i), the Conversion Price in respect of any conversion of the Preferred Shares after such issuance shall be calculated utilizing the greatest discount applicable to any such Convertible Securities; and (y) in the case of clause (ii), the Conversion Price shall be proportionately reduced. If the Corporation shall issue any Convertible Securities that are convertible into or exchangeable for shares of Common Stock on a basis different from that of these Articles of Amendment, each Holder may elect that the provisions of these Articles of Amendment be revised to incorporate such different provisions with respect to conversion or exchange, subject to the limitations of Section 5 hereof; provided, however, Purchaser may not select provisions on a non-integrated basis which would have an inequitable result on the intent of this provision.
Issuance of Other Securities. NAS shall not issue or agree to issue any securities of NAS to any Person with voting rights that are more favorable in any material respect than the voting rights of the Preferred Shares.
Issuance of Other Securities. If, at any time prior to the Effective Date of Mandatory Conversion, the Corporation shall issue (other than issuances to employees, consultants, officers and directors pursuant to the Company's stock option plans, to the extent consistent with past practices), any securities which are convertible into or exchangeable for Common Stock ("Convertible Securities") at a conversion price or exchange rate which is more favorable to the holders of such Convertible Securities than the Conversion Price mechanism provided for herein, then, at the option of the Holder, such conversion price or exchange rate shall be applicable hereto.
Issuance of Other Securities. The Company shall not to issue any securities (including any security convertible or exercisable into common stock) in a bona fide financing transaction at a price under $0.20 per share without the consent of the investors for a period of one year from the date of Closing.
Issuance of Other Securities. Except as set forth in this Agreement, there are no preemptive or other rights to subscribe for or purchase, or any restriction upon the voting or transfer of, any shares of Common Stock or any other securities of the Company, under the Certificate of Incorporation or ByLaws, or any agreement or other outstanding instrument to which the Company or any of its Subsidiaries is a party or by which it/they is bound. Except for the Securities and the Placement Agent Warrants or as set forth in this Agreement, neither the Company nor any of its Subsidiaries has outstanding any option, warrant, convertible security, or other right permitting or requiring it to issue, or others to purchase or convert any obligation into, shares of Common Stock or any other securities of the Company, and neither the Company nor any of its Subsidiaries has agreed to issue or sell any shares of Common Stock or any other securities of the Company.
Issuance of Other Securities. The Manager is authorized to cause the issuance of any other type of security of the Company from time to time to Members or others on terms and conditions established in the reasonable discretion of the Manager. Such securities may include, without limitation, unsecured and secured debt obligations of the Company, debt obligations of the Company convertible into Units and options, rights or warrants to purchase any such Units.
Issuance of Other Securities. If, at any time before the exercise of ---------------------------- this Warrant, the Company shall issue any Common Stock, whether upon the exercise of rights, warrants, securities convertible or exercisable into Common Stock or otherwise, at a price that is lower than the Exercise Price in effect, such Exercise Price shall be reduced to such lower price. Further, if the Company shall issue any securities which are 194 convertible into or exchangeable for Common Stock or represent the right to purchase Common Stock with a fixed conversion or exercise price less than the Exercise Price then in effect, the Exercise Price shall be reduced to such lower price. No adjustment to the Exercise Price will be made (i) upon the exercise or conversion of any warrants, options or convertible securities issued and outstanding on the date hereof in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee, consultant or director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by majority of 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 for such purpose.
Issuance of Other Securities. If, at any time after the Initial Closing the Company shall issue any securities which are convertible into or exchangeable for Common Stock ("Convertible Securities"), either (i) at a conversion or exchange rate based on a discount from the market price of the Common Stock at the time of conversion or exercise or (ii) with a fixed conversion or exercise price less than the Purchase Price, then, at the Holder's option: (x) in the case of clause (i), the Purchase Price in respect of any Common Stock after such issuance shall be calculated utilizing the greatest discount applicable to any such Convertible Securities, to the extent such calculation would result in a lower Purchase Price; and (y) in the case of clause (ii), the Purchase Price will be reduced to such lesser conversion or exercise price, to the extent that this would result in a lower Purchase Price.
Issuance of Other Securities. Other than with respect to the Excepted Issuances , and subject and subordinate to similar rights granted by the Company prior to the Closing Date, until the Notes are no longer outstanding, the Company will not issue any of its Common Stock or other securities or debt obligations, or instruments convertible into or exchangeable for Common Stock without the consent of the Subscribers, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock pursuant to stock option plans and employee, director or consultant stock purchase plans described on Schedule 5(d) hereto at prices equal to or higher than the closing price of the Common Stock on the issue date of any of the foregoing, (iv) as a result of the or conversion of Notes or the Preferred Stock which are granted or issued pursuant to this Agreement or that have been issued prior to the Closing Date, the issuance of which has been disclosed in a Report filed not less than five (5) days prior to the Closing Date, (v) the payment of any interest on the Notes and liquidated damages or other damages pursuant to the Transaction Documents or other securities instruments that have been issued prior to the Closing Date, the issuance of which has been disclosed in a Report filed not less than five days prior to the Closing Date, and (vi) the issuances listed on Schedule 12(a) (collectively the foregoing are “Excepted Issuances”). The aggregate amount of Common Stock that may be issued as Excepted Issuances under items 12(a)(i), (ii) and (iii) may not exceed 1,000,000 shares of Common Stock. The Excepted Issuances may be modified as to all Subscribers with the consent of the Subscriber. The Subscriber who exercise their rights pursuant to this Section 12(a) shall have the right during the seven (7) business days following receipt of the notice to purchase in the aggregate such offered ...
Issuance of Other Securities. Intentionally deleted.
