No Dilutive Issuances. So long as the Company shall have any obligation under the Note, and in addition to any adjustment in the Conversion Price as provided for therein, the Company shall not sell or grant any option to purchase or sell or grant any right to reprice, or otherwise dispose of or issue (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for or otherwise entitled the any person or entity the right to acquire shares of Common Stock at an effective price per share that is lower than the then Fixed Conversion Price (a “Dilutive Issuance”); provided, however, that the Company may engage in a Dilutive Issuance on the express condition that proceeds from the Dilutive Issuance shall be used to prepay the Note in accordance with Section 1.9, with such prepayment to occur at the closing of and directly from the proceeds of the Dilutive Issuance.
No Dilutive Issuances. Until the later of the date (i) the Warrant has been exercised in full or the exercise period thereunder has expired and (ii) this Agreement has terminated and the entire principal amount of the Loan paid in full or converted into Borrower Common Stock, Borrower will not:
(a) issue or sell any shares of Borrower Common Stock, including any treasury shares, for less than U.S.$1.50 per share;
(b) except pursuant to the Borrower's Stock Option Plans, issue or sell any rights to subscribe for or to purchase, or any warrants or options for the purchase of Borrower Common Stock or securities convertible into or exchangeable for shares of Borrower Common Stock (each, a "Convertible Security") for an amount which, when added to the amount payable upon the exercise, conversion or exchange of such Convertible Security, would be less than U.S.$1.50 per share of Borrower Common Stock;
(c) pay a stock dividend or make a distribution to holders of Borrower Common Stock in shares of its Borrower Common Stock;
(d) subdivide its outstanding shares of Borrower Common Stock;
(e) combine its outstanding shares of Borrower Common Stock into a smaller number of shares, or
(f) issue by reclassification of its shares of Borrower Common Stock any shares of capital stock of Borrower.
No Dilutive Issuances. The Company shall not effect any Dilutive Issuance that would, absent the operation of the Floor Price, result in an adjustment to the Conversion Price pursuant to Section 14.04(f) to an amount less than the Floor Price, unless the Company has obtained shareholder approval as required by the listing standards of The NASDAQ Global Select Market, The NASDAQ Global Market or The New York Stock Exchange (or any of their respective successors), as applicable, to adjust the Conversion Price to the applicable Effective Price before such Dilutive Issuance. Upon obtaining such shareholder approval, or upon a determination that such shareholder approval is not required, the Floor Price shall be reduced to the applicable Effective Price, solely with respect to such Dilutive Issuance, for all purposes under Section 14.04(f).
No Dilutive Issuances. The Company shall not, on or after the Subscription Date, effect any Dilutive Issuance without the prior written consent of the Holder determined in its sole discretion. As used herein, the term "Dilutive Issuance" shall mean any issuance or sale of any Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the Securities Purchase Agreement)) for a consideration per share less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale.
No Dilutive Issuances. For a period of 90 days from the Closing Date, the Company may not offer or sell any shares of the Common Stock or any Common Stock Equivalents for a per-share price (determined on an as-converted basis) of less than the Per Share Purchase Price (adjusted for stock splits, reverse splits, etc.). Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of the issuance of (a) shares of the Common Stock, restricted stock units or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan (or a bona fide inducement grant to new employees outside of any such 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 of or conversion of any convertible securities or warrants issued and outstanding on or prior to the date of or pursuant to this Agreement or any restricted stock units or options held by current or former employees or consultants of the Company, (c) shares of the Common Stock or securities convertible into Common Stock issued in connection with acquisitions, asset purchases, licenses, joint ventures, technology license agreements, collaborations or strategic transactions involving the Company and other entities approved by the Board of Directors, or (d) securities issued to financial institutions or lessors in connection with credit or lending arrangements, equipment financings or lease arrangements. Notwithstanding the foregoing, in the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof and prior to the Closing, each reference in any Transaction Document to a number of shares or a price per share shall be deemed to be amended to appropriately account for such event. The Company acknowledges that this covenant is a material inducement to cause Purchaser to enter into this Agreement.
No Dilutive Issuances. Without the prior written consent of the Requisite Investors, NaturalNano shall not issue or agree to issue any shares of Common Stock (other than Exempt Issuances) or any securities convertible into or exercisable for Common Stock for a per share consideration of less than $.005 (as adjusted for splits, combinations and the like occurring after the date hereof).
No Dilutive Issuances. Except for transactions contemplated in Sections 4.4, 4.5, and 4.9, the Company shall not issue or sell any shares of Common Stock (or options, warrants or securities convertible into Common Stock) after the Closing Date for a consideration less than Appraised Value per share, or (ii) Current Warrant Price or otherwise engage in any dilutive transaction, provided that, notwithstanding any contrary definition or other provision of this Agreement, if such Common Stock or other securities are then actively traded on the NASDAQ or any other national securities exchange, then for purposes of this Section the "Appraised Value" shall mean the trading price for such Common Stock or other securities on the applicable exchange solely as of the date and time of such issuance or sale. Except for purposes of 78 determining Appraised Value for Common Stock or other securities which are then being traded on the NASDAQ or any other national securities exchange, the date as of which the Appraised Value per share of Common Stock shall be computed shall be the last day of the most recently completed fiscal period of the Company for which financial statements have been delivered pursuant to Section 9.1 or 9.2 prior to which the Company shall first enter into a firm contract for the issuance of such shares or issue such shares. For purposes of this Section 4.2, the issuance of warrants (other than this Warrant), options or other securities convertible into Common Stock after the Closing Date (except as referred to in Section 4.9(iii)) shall be deemed to be the same as the issuance of additional shares of Common Stock. For purposes of the foregoing calculation, the aggregate consideration received upon the issuance of options, warrants and securities convertible into Common Stock shall be deemed to be (x) the consideration paid to the Company in cash, if any, for the issuance thereof, plus (y) the aggregate consideration payable to the Company upon the exercise or conversion thereof, discounted to present value at the prime rate (as reported in the Wall Street Journal on the first business day following the date of issuance) and assuming that such exercise or conversion price will be paid on the last day permitted for the exercise or conversion thereof.
No Dilutive Issuances. For a period of 90 days from the Closing Date, the Company may not offer or sell any Common Stock or Common Stock Equivalents for a per-share price (determined on an as-converted basis) of less than $10.50 (adjusted for stock splits, reverse splits, etc.). Notwithstanding the foregoing, this Section 4.15 shall not apply in respect of the issuance of (a) shares of Common Stock, restricted stock units or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan (or a bona fide inducement grant to new employees outside of any such 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 of or conversion of any convertible securities or warrants issued and outstanding on or prior to the date of or pursuant to this Agreement or any restricted stock units or options held by current or former employees or consultants of the Company, (c) shares of Common Stock or securities convertible into Common Stock issued in connection with acquisitions, asset purchases, licenses, joint ventures, technology license agreements, collaborations or strategic transactions involving the Company and other entities approved by the Board of Directors, or (d) securities issued to financial institutions or lessors in connection with credit or lending arrangements, equipment financings or lease arrangements. The Company acknowledges that this covenant is a material inducement to cause the Purchasers to enter into this Agreement.
No Dilutive Issuances. Until all of the Series A Preferred Shares have been converted, redeemed or otherwise satisfied in accordance with their terms, the Company shall not, and the Company shall not permit any of its Subsidiaries to, without the prior written consent of the Required Holders, directly or indirectly, effect a Dilutive Issuance (but excluding shares of Common Stock deemed to have been issued or sold by the Company (as determined pursuant to Section 5(g)) in connection with any Permitted Securities) on or prior to the date that is ninety (90) days following the Stockholder Meeting Deadline.
No Dilutive Issuances. For a period of 90 days from the Closing Date, the Company may not offer or sell any Common Stock or Common Stock Equivalents for a per- share price (determined on an as-converted basis) of less than $3.55 (adjusted for stock splits, reverse splits, etc.). Notwithstanding the foregoing, this Section 4.15 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan (or a bona fide inducement grant to new employees outside of any such 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 of or conversion of any convertible securities or warrants issued and outstanding on or prior to the date of or pursuant to this Agreement or any options held by current or former employees or consultants of the Company, (c) shares of Common Stock or securities convertible into Common Stock issued in connection with acquisitions, asset purchases, licenses, joint ventures, technology license agreements, collaborations or strategic transactions involving the Company and other entities approved by the Board of Directors, or (d) securities issued to financial institutions or lessors in connection with credit or lending arrangements, equipment financings or lease arrangements. The Company acknowledges that this covenant is a material inducement to cause the Purchasers to enter into this Agreement. ARTICLE V
