Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its securities for cash at a discount to the current market price until the earlier of (i) 12 months from the effective date of the Registration Statement or (ii) sixty (60) days after the entire $25,000,000 of Common Stock has been purchased by the Purchaser. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financing), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a full-time employee or key consultant, (v) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) in one or more private placements with registration rights, provided that for each such private placement, the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the two (2) consecutive months immediately prior to the month during which any such financing is entered into, (vii) pursuant to a private placement of equity securities of up to five million dollars ($5,000,000) with registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc., or (viii) to which Purchaser gives its prior written consent. In the event that the Company enters into a subsequent transaction in the case of (vi) above, the Company hereby agrees and shall be obligated to Draw Down the maximum amount allowed pursuant to the terms of this Agreement during each month thereafter until the aggregate amount Drawn Down equals or exceeds the total dollar amount of such subsequent transaction less, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 per Draw Down is limited by the formula set forth in Section 6.1(c) hereof, and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent transaction pursuant to its right of first refusal below. Further, the Purchaser shall have a right of first refusal, to elect to participate, in such subsequent transaction in the case of (i), (ii), (vi) and (viii)...
Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its securities for cash at a discount to the current market price until the earlier of (i) 24 months from the effective date of the Registration Statement or (ii) sixty (60) days after the entire $5,000,000 of Common Stock has been purchased by the Purchaser. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financing), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a full-time employee or key consultant, (v) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money or (vi) to which Purchaser gives its written approval. Further, the Purchaser shall have a right of first refusal, to elect to participate, in such subsequent transaction in the case of (i),(ii) and (vi) above. Such right of first refusal must be exercised in writing within seven (7) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing.
Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its securities for cash at a discount to the current market price until the earlier of (i) twelve (12) months from the effective date of the Registration Statement, or (ii) sixty (60) days after the entire $20,000,000 of Shares has been purchased by Purchaser. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks, (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a full-time employee or key consultant, (v) in connection with an acquisition or strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) where the Purchaser is unable to purchase Shares due to the limitation set forth in Section 2.2(ii), or (vii) to which Purchaser gives its written approval.
Limitation on Future Financing. From the date hereof until the earlier of 60 calendar days after the Closing Date or 15 calendar days after the Effective Date, the Company shall not effect an issuance of its Common Stock or Common Stock Equivalents. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following: (a) the granting of options or other equity compensation awards or the issuance of Common Stock or Common Stock Equivalents to employees, independent contractors, officers and directors of the Company pursuant to any equity compensation plan or arrangement 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 (and the exercise of such options or Common Stock Equivalents), or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, or (d) the issuance of Common Stock or Common Stock Equivalents in connection with acquisitions, mergers, strategic investments or transactions, partnerships, license agreements, business relationship or joint venture, the primary purpose of which is not to raise capital, or (e) the issuance of securities pursuant to a stock split or stock dividend or similar capital modification, or (f) the issuance of securities upon the authorization of the Company’s Board of Directors in connection with business conducted by the Company with vendors, lessors or financial institutions in connection with financing transactions.
Limitation on Future Financing. The Company agrees that as long as the Buyers own Preferred Stock it will not sell or enter into any agreement to sell any of its securities or incur any indebtedness outside the ordinary course of business, until twelve months after the Closing, without the written notice to investors.
Limitation on Future Financing. The Company agrees that it will not enter into any other equity line of credit arrangement until the earlier of (i) 24 months from the Effective Date, or (ii) sixty (60) days after the entire Commitment Amount has been purchased by the Purchaser.
Limitation on Future Financing. The Company agrees that ------------------------------- it will not enter into any sale of its securities for cash at a discount to its then-current closing price during the Commitment Period without the prior approval of the Investor, which will not be unreasonably withheld, or, without first offering to the Investor the right of first refusal, to elect to participate, in such subsequent transaction. Such right of first refusal must be exercised in writing within seven (7) Trading Days of the Investor's receipt of notice of the proposed terms of such financing. This limitation shall not prohibit the Company from a) entering into any sale of securities pursuant to any presently existing employee benefit plan which plan has been approved by the Company's stockholders, or, b) offering securities pursuant to any compensatory plan for a full-time employee or key consultant, but the Company shall not be allowed to enter into any sale under any other equity-based line of credit. Conditions Precedent to the Obligation of the Company to Issue and Sell Common - ------------------------------------------------------------------------------ Stock. The obligation hereunder of the Company to issue and sell the Put Shares - ----- to the Investor incident to each Closing is subject to the satisfaction, at or before each such Closing, of each of the conditions set forth below.
(a) Accuracy of the Investor's Representation and Warranties. -------------------------------------------------------- The representations and warranties of the Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time.
Limitation on Future Financing. From the date hereof until the earlier of 120 calendar days after the Closing Date or 15 calendar days after the Effective Date, the Company shall not effect a financing of its Common Stock or Common Stock Equivalents (a "Subsequent Financing"). Further, the Company shall not file any registration statement with respect to any Subsequent Financing prior to 15 calendar days after the Effective Date. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following: (a) the granting of options to employees, officers and directors of the Company pursuant to any stock 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 (and the exercise of such options), or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.
Limitation on Future Financing. The Company agrees that it will not enter into any sale of its securities or any Capital Shares Equivalents at a discount to the then-current bid price until 180 days after the effective date of the Registration Statement, except for any sales (i) pursuant to the exercise of options granted or to be granted under an employee benefit plan, (ii) pursuant to any compensatory plan for a full-time employee or key consultant, (iii) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, or (iv) pursuant to an equity line of credit in an amount not to exceed $2,000,000.
Limitation on Future Financing. The Company agrees that it will not enter into any sale of its securities for cash at a discount to the then-current bid price until the earlier of repayment in full of all of the Convertible Debentures, or 120 days after the effective date of the Registration Statement except for any sales (i) pursuant to any presently existing employee benefit plan which plan has been approved by the Company's stockholders, (ii) pursuant to any compensatory plan for a full-time employee or key consultant, (iv) pursuant to any transaction arranged through Ladenburg Xxxxxxxx & Co., Inc. or (iv) with the prior approval of a majority in interest of the Lenders, which will not be unreasonably withheld, in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money.
