Common use of Limitation on Certain Transactions Clause in Contracts

Limitation on Certain Transactions. From the date of this Agreement until after the SEC Effective Date of the Registration Statement contemplated by Section 8(a)(1), without the prior written consent of the Buyer (which consent may be withheld in the Buyer’s sole discretion), the Company shall not issue or sell or agree to issue or sell any securities (aside from the Other Notes and the Other Warrants) in a capital raising transaction, unless such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; provided, however, that the limitation of this Section 5(m) shall not apply to (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 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 for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or 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 any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which 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 (collectively, an “Exempt Issuance”). The Company agrees that, except for the amounts of securities to be purchased and the name of the buyer and the Restricted Ownership Percentage, the terms and provisions of the Other Notes and the Other Warrants shall be identical to the Note and the Warrant.

Limitation on Certain Transactions. From (a) Beginning as of the date of this Agreement and until after the SEC Effective Date effective date of the Registration Statement as contemplated by Section 8(a)(1)the Registration Rights Agreement, without the prior written consent of the Buyer Purchaser (which consent may be withheld in the Buyer’s Purchaser's sole discretion), the Company shall not issue or sell or agree to issue or sell any securities (aside from the Other Notes and the Other Warrants) in a capital raising transaction, unless such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; providedthe effective date of the Registration Statement, however, provided that the limitation of this Section 5(m6.2(a) shall not apply to (a) shares securities issued pursuant to the Company's duly adopted employee or director bona fide share and option plans or pursuant to exercise or conversion of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted 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 for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and Equivalents that are outstanding on the date of this Agreement. (b) So long as the Note remains outstanding, provided without the prior written consent of the registered holder of the Note (which consent may be withheld in such holder's sole discretion), the Company shall not issue or sell, or agree to issue or sell, any securities in a Variable Rate Transaction. (c) If the Company proposes to make an offering of its equity or debt securities within six months after the Closing Date, other than any offering under the 1933 Act that constitutes a public offering that is exempt from the requirement for stockholder approval under Rule 4350(i) of Nasdaq, the Company shall not make such offering unless prior thereto, the Company shall have satisfied the requirements of one of the following and shall have furnished to the Purchaser a certificate setting forth a brief statement of the relevant facts, confirming that the Company has satisfied the requirements of this Section 6.2(c) in connection therewith and identifying the clause below that has been satisfied: (1) the Company shall first disclose the terms and conditions and other relevant facts of such proposed transaction and the Offering to Nasdaq and Nasdaq shall have confirmed that such securities transaction will not be integrated with the Offering for purposes of Rule 4350(i) of Nasdaq rules; or (2) the Company shall first disclose the terms and conditions and other relevant facts of such proposed transaction and the Offering to Nasdaq and Nasdaq shall have confirmed that, although such transaction and the Offering may be integrated for purposes of Rule 4350(i) of the Nasdaq rules, the Offering and such transaction will not, when taken together with one another and any other transaction required to be integrated herewith or therewith, constitute a sale of Common Stock, or Common Stock Equivalents convertible or exercisable, at a price less than the greater of book value or market value for purposes of Rule 4350(i). If the Company is unable to obtain such assurance, the Company shall not been amended since make the date of this Agreement to increase the number offering of such securities or unless prior to decrease the exercise, exchange or conversion price issuance of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which shall have obtained stockholder approval therefor that meets the requirements of Rule 4350(i). (d) If the Company receives benefits fails to comply with this Section 6.2, then, in addition to any other rights and remedies of the investment Purchaser, at the election of fundsthe Purchaser, but shall not include a transaction in which the Company is issuing securities primarily shall redeem within five days after such election all, or such portion as specified in writing to the Company by such Purchaser, of the Note for the Optional Redemption Consideration, for which purpose the cash portion of raising capital the Optional Redemption Consideration shall be computed as 120% of the principal amount of the Note or to an entity whose primary business is investing in securities (collectively, an “Exempt Issuance”). The Company agrees that, except for portion thereof so specified by the amounts of securities Purchaser to be purchased redeemed and the name otherwise as if such redemption were made under Section 2(b) of the buyer and the Restricted Ownership Percentage, the terms and provisions of the Other Notes and the Other Warrants shall be identical to the Note and the WarrantNote.

Limitation on Certain Transactions. From (a) Beginning as of the date of this Agreement and until after the SEC Effective Date effective date of the Registration Statement as contemplated by Section 8(a)(1)the Registration Rights Agreement, without the prior written consent of the Buyer Purchaser (which consent may be withheld in the Buyer’s Purchaser's sole discretion), the Company shall not issue or sell or agree to issue or sell any securities (aside from the Other Notes and the Other Warrants) in a capital raising transaction, unless such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; providedthe effective date of the Registration Statement, however, provided that the limitation of this Section 5(m6.2(a) shall not apply to (a) shares securities issued pursuant to the Company's duly adopted employee or director bona fide share and option plans or pursuant to exercise or conversion of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted 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 for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and Equivalents that are outstanding on the date of this Agreement. (b) So long as the Note remains outstanding, provided that without the prior written consent of the registered holder of the Note (which consent may be withheld in such holder's sole discretion), the Company shall not issue or sell, or agree to issue or sell, any 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 any such securities, and in a Variable Rate Transaction. (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of If the Company and in which contemplates an offering of its equity or debt securities within six months after the Company receives benefits in addition to Closing Date, 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 (collectively, an “Exempt Issuance”). The Company agrees that, except for upon the amounts of securities to be purchased and the name reasonable request of the buyer and Purchaser, the Restricted Ownership Percentage, Company shall first disclose the terms and provisions conditions and other relevant facts of such proposed transaction to AMEX and, in the event that the proposed transaction is not pursuant to a sale registered under the 1933 Act that constitutes a public offering that is exempt from Rule 713 of the Other Notes and AMEX, use its best efforts to obtain from AMEX its assurance that such transaction will not be integrated with the Other Warrants offering which is the subject of this Agreement for purposes of Rule 713 of the AMEX rules. If the Company fails to seek such assurances or obtain such stockholder approval of the additional transaction, then, at the election of the Purchaser, the Company shall redeem within five days after such election all or such portion as specified in writing to the Company by such Purchaser of the Note for the Optional Redemption Consideration for which purpose the cash portion of the Optional Redemption Consideration shall be identical to computed as 120% of the principal amount of the Note or portion thereof so specified by the Purchaser to be redeemed and otherwise as if such redemption were made under Section 2(b) of the WarrantNote.

Limitation on Certain Transactions. From (a) Beginning as of the date of this Agreement and until after the SEC Effective Date effective date of the Registration Statement as contemplated by Section 8(a)(1)the Registration Rights Agreement, without the prior written consent of the Buyer Purchaser (which consent may be withheld in the BuyerPurchaser’s sole discretion), the Company shall not issue or sell or agree to issue or sell any securities (aside from the Other Notes and the Other Warrants) in a capital raising transaction, unless such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; providedthe effective date of the Registration Statement, however, provided that the limitation of this Section 5(m6.2(a) shall not apply to (a) shares securities issued pursuant to the Company’s duly adopted employee or director bona fide share and option plans or pursuant to exercise or conversion of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted 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 for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and Equivalents that are outstanding on the date of this Agreement. (b) The Company shall not make an offering of its equity or debt securities, provided other than any offering under the 1933 Act that constitutes a public offering that is exempt from the requirement for stockholder approval under Rule 4350(i) of Nasdaq, if such securities have not been amended since offering will be integrated with the date Offering for purposes of this Agreement Rule 4350(i) of Nasdaq rules and thereby constitute a sale of Common Stock, or Common Stock Equivalents convertible or exercisable, at a price less than the greater of book value or market value for purposes of Rule 4350(i), unless prior to increase the number issuance of such securities or to decrease the exercise, exchange or conversion price Company shall have obtained stockholder approval therefor that meets the requirements of any such securities, and Rule 4350(i). (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of If the Company and in which the Company receives benefits fails to comply with Section 6.2(b), then, in addition to any other rights and remedies of the investment Purchaser, at the election of fundsthe Purchaser, but shall not include a transaction in which the Company is issuing securities primarily for shall redeem within five days after such election all, or such portion as specified in writing to the purpose of raising capital or to an entity whose primary business is investing in securities (collectivelyCompany by such Purchaser, an “Exempt Issuance”). The Company agrees that, except for the amounts of securities to be purchased and the name of the buyer and the Restricted Ownership Percentage, the terms and provisions Note for 120% of the Other Notes Optional Redemption Price and otherwise as if such redemption were made under Section 2(b) of the Other Warrants shall be identical to the Note and the WarrantNote.

Limitation on Certain Transactions. From (a) Beginning as of the date of this Agreement and until after the SEC Effective Date effective date of the Registration Statement as contemplated by Section 8(a)(1)the Registration Rights Agreement, without the prior written consent of the Buyer Purchaser (which consent may be withheld in the Buyer’s sole Purchaser's discretion), the Company shall not issue or sell or agree to issue or sell any securities (aside from the Other Notes and the Other Warrants) in a capital raising transactiontransaction prior to such date, unless such securities will not be, and are not, registered for sale or resale under the 1933 Act until on or after such SEC Effective Date; providedthe effective date of the Registration Statement, however, provided that the limitation of this Section 5(m6.2(a) shall not apply to (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 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 for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or 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 any such securities, and (c) securities issued pursuant to acquisitions the Company's duly adopted employee or strategic transactionsdirector bona fide share and option plans. (b) So long as the Note remains outstanding, provided without the prior written consent of the registered holder of the Note (which consent may be withheld in such holder's discretion), the Company shall not issue or sell, or agree to issue or sell, any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company securities in a business synergistic with the business of Variable Rate Transaction. (c) If the Company and in which contemplates an offering of its equity or debt securities within six months after the Company receives benefits in addition to Closing Date, 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 (collectively, an “Exempt Issuance”). The Company agrees that, except for upon the amounts of securities to be purchased and the name reasonable request of the buyer and Purchaser, the Restricted Ownership Percentage, Company shall first disclose the terms and provisions conditions and other relevant facts of such proposed transaction to Nasdaq and, in the event that the proposed transaction is not pursuant to a sale registered under the 1933 Act, use its best efforts to obtain from Nasdaq its assurance that such transaction will not be integrated with the offering which is the subject of this Agreement for purposes of the Other Notes and Nasdaq rules requiring shareholder approval of the Other Warrants issuance of 20% or more of an issuer's outstanding common stock. If the Company fails to seek such assurances or obtain such shareholder approval of the additional transaction, then, at the election of the Purchaser, the Company shall redeem within five days after such election all or such portion as specified in writing to the Company by such Purchaser of the Note at 120% of the original Purchase Price paid by the Purchaser for Note or portion thereof so specified by the Purchaser (it being understood that solely for purposes of determining such redemption price, no portion of the Purchase Price shall be identical deemed to the Note and have been paid for the Warrant).