Limits on Additional Issuances. Except for the issuance of stock options under the Company’s stock option plans, the issuance of common stock under the Company’s employee stock purchase plan or upon exercise of outstanding options and warrants and the Offering contemplated hereby, the Company will not, for a period of six (6) months following the closing of the Offering, unless, in the opinion of the Company’s counsel, such offer or sale does not jeopardize the availability of exemptions from the registration and qualification requirements under applicable securities laws with respect to the Offering. The foregoing shall not apply to securities issued in connection with any acquisition, including by way of merger, or purchase of stock or all or substantially all of the assets of any third party. Except for the issuance of stock options under the Company’s stock option plans, the issuance of common stock under the Company’s employee stock purchase plan or upon exercise of outstanding options and warrants, the issuance of common stock purchase warrants, and the offering contemplated hereby, the Company has not engaged in any such offering during the six (6) months prior to the date of this agreement. The foregoing provisions shall not prevent the Company from filing a “shelf” registration statement pursuant to Rule 415 under the Securities Act, but the foregoing provisions shall apply to any sale of securities thereunder.
Limits on Additional Issuances. The Company will not, for a period of six months following the Closing Date offer for sale or sell any securities unless, in the opinion of the Company’s counsel, such offer or sale does not jeopardize the availability of exemptions from the registration and qualification requirements under applicable securities laws with respect to the Offering. Except for the issuance of stock options under the Company’s stock option plans, the issuance of common stock upon exercise of outstanding options and warrants, the issuance of common stock purchase warrants, and the offering contemplated hereby, the Company has not engaged in any offering of equity securities during the six months prior to the date of this Agreement. The foregoing provisions shall not prevent the Company from filing a “shelf” registration statement pursuant to Rule 415 under the Securities Act, but the foregoing provisions shall apply to any sale of securities thereunder.
Limits on Additional Issuances. Neither the Company, any of its Subsidiaries nor any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) that could be integrated with the sale of the Securities in a manner that could require the registration of the Securities under the Securities Act.
Limits on Additional Issuances. The Company shall not, in any manner, until the later of (i) 180 days after the Closing or (ii) the date on which the Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement is declared effective by the Commission (the “Effective Date”), issue or sell any Common Stock or rights, warrants or options to subscribe for or purchase Common Stock or any security directly or indirectly convertible into or exchangeable or exercisable for Common Stock (the “Equity Limitation”) or file any registration statement other than as required by the Registration Rights Agreement. The Equity Limitation shall not apply (i) to the issuance of Conversion Shares pursuant to the Notes, (ii) to the issuance of securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, as set forth on Schedule 3(c), provided such securities, warrants and options are not amended or otherwise modified after the date hereof, (iii) if holders representing a majority of the outstanding principal amount of the Notes give their prior written consent to such issuance or sale, (iv) if the issuance is pursuant to employee benefits plans approved by the Company’s Board of Directors and stockholders, (v) to the filing of a Registration Statement on Form S-8, (vi) if the securities are issued for consideration other than cash in connection with a bona fide business acquisition by the Company whether by merger, consolidation, purchase of assets, sale or exchange of stock or otherwise; or (vii) if the issuance is in connection with a (A) commercial banking arrangement, (B) equipment financing, (C) sponsored research, (D) collaboration, (E) technology licensing, (F) development agreement or (G) other strategic partnership; provided, however, that with respect to (C) through (G) hereof, the primary purpose of such transaction is not to raise equity capital.
Limits on Additional Issuances. Except for the issuance of stock options under the Company’s stock option plan, the issuance of warrants to purchase the Company’s common stock, or the issuance of common stock under the Company’s employee stock purchase plan or upon exercise of outstanding options and warrants and the offering contemplated hereby, the Company will not, for a period of three (3) months following the Closing Date, offer for sale or sell any securities unless, in the opinion of the Company’s counsel, such offer or sale does not jeopardize the availability of exemptions from the registration and qualification requirements under applicable securities laws with respect to the Offering. The foregoing shall not apply to securities issued in connection with any acquisition, including by way of merger, or purchase of stock or all or substantially all of the assets of any third party. The foregoing provisions shall not prevent the Company from filing a “shelf” registration statement pursuant to Rule 415 under the Securities Act, but the foregoing provisions shall apply to any sale of securities thereunder.
Limits on Additional Issuances. Without limiting the provisions of Section 5.6, the Company will not, for a period of six months following the Closing Date offer for sale or sell any securities unless, in the opinion of the Company’s counsel, such offer or sale does not jeopardize the availability of exemptions from the registration and qualification requirements under applicable securities laws with respect to the Offering. Except for the issuance of equity awards under the Company’s equity incentive plans, the issuance of Common Stock upon exercise of outstanding options and warrants, the issuance of Common Stock purchase warrants, and the offering contemplated hereby, the Company has not engaged in any offering of equity securities during the six months prior to the date of this Agreement. The foregoing provisions shall not prevent the Company from filing a “shelf” registration statement pursuant to Rule 415 under the Securities Act, but the foregoing provisions shall apply to any sale of securities thereunder.
Limits on Additional Issuances. Neither the Company nor any Subsidiary shall, in any manner, until at least 180 days after the Closing Date, issue or sell any Common Stock, Convertible Securities or Options (the “Equity Limitation”) or file any registration statement. The Equity Limitation shall not apply to (i) any transaction involving the Company’s issuances of securities (A) as consideration in a merger or consolidation (the primary purpose or material result of which is not to raise or obtain equity capital or cash), (B) in connection with any strategic partnership or joint venture (the primary purpose or material result of which is not to raise or obtain equity capital or cash), or (C) as consideration for the acquisition of a business, product, license or other assets by the Company (the primary purpose or material result of which is not to raise or obtain equity capital or cash) or (ii) Exempted Issuances (as defined in the Warrant).
Limits on Additional Issuances. The Company shall not, in any manner, until the later of (i) 240 days after the Closing or (ii) the date on which the Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement is declared effective by the Commission, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or any security directly or indirectly convertible into or exchangeable or exercisable for Common Stock (the "Equity Limitation"). The Equity Limitation shall not apply (i) to the issuance of Conversion Shares or Warrant Shares, as the case may be, pursuant to the Notes or the Warrants, (ii) to the issuance of securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (iii) if Xxxxxxxxx and holders representing a majority of the outstanding principal amount of the Notes give their prior written consent to such issuance or sale, (iv) if the issuance is pursuant to employee benefits plans approved by the Company's Board of Directors, (iv) to the filing of a Registration Statement on Form S-8, (v) if the securities are issued for consideration other than cash in connection with a bona fide business acquisition by the Company whether by merger, consolidation, purchase of assets, sale or exchange of stock or otherwise; or (vi) if the issuance is in connection with a (A) commercial banking arrangement,
Limits on Additional Issuances. The Company will not, for a period of six months following the Closing Date offer for sale or sell any securities unless such offer or sale does not jeopardize the availability of exemptions from the registration and qualification requirements under applicable securities laws with respect to the Offering.
Limits on Additional Issuances. EXCEPT FOR THE ISSUANCE OF STOCK OPTIONS UNDER THE COMPANY’S STOCK OPTION PLANS, THE ISSUANCE OF COMMON STOCK UNDER THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN OR UPON EXERCISE OF OUTSTANDING OPTIONS AND WARRANTS AND THE OFFERING CONTEMPLATED HEREBY, THE COMPANY WILL NOT, FOR A PERIOD OF SIX (6) MONTHS FOLLOWING THE CLOSING OF THE OFFERING, OFFER OR SELL ANY SECURITIES OF THE COMPANY UNLESS, IN THE OPINION OF THE COMPANY’S COUNSEL, SUCH OFFER OR SALE DOES NOT JEOPARDIZE THE AVAILABILITY OF EXEMPTIONS FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS UNDER APPLICABLE SECURITIES LAWS WITH RESPECT TO THE OFFERING. THE FOREGOING SHALL NOT APPLY TO SECURITIES ISSUED IN CONNECTION WITH ANY ACQUISITION, INCLUDING BY WAY OF MERGER, OR PURCHASE OF STOCK OR ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ANY THIRD PARTY. EXCEPT FOR THE ISSUANCE OF STOCK OPTIONS UNDER THE COMPANY’S STOCK OPTION PLANS, THE ISSUANCE OF COMMON STOCK UNDER THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN OR UPON EXERCISE OF OUTSTANDING OPTIONS AND WARRANTS, THE ISSUANCE OF COMMON STOCK PURCHASE WARRANTS, AND THE OFFERING CONTEMPLATED HEREBY, THE COMPANY HAS NOT ENGAGED IN ANY SUCH OFFERING DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF THIS AGREEMENT. THE FOREGOING PROVISIONS SHALL NOT PREVENT THE COMPANY FROM FILING A “SHELF” REGISTRATION STATEMENT PURSUANT TO RULE 415 UNDER THE SECURITIES ACT, BUT THE FOREGOING PROVISIONS SHALL APPLY TO ANY SALE OF SECURITIES THEREUNDER.
