Common use of Other Financing Clause in Contracts

Other Financing. If the Company enters into any other financing agreement, the primary purpose of which would be to obtain equity financing for the Company (an "Other Financing"), during the Investment Period, the Company shall promptly notify the Purchaser of such Other Financing. If the Company enters into an Other Financing during a Draw Down Pricing Period, the Purchaser shall have the options set forth in Section 6.1(k) hereof. If the Company enters into an Other Financing between Draw Down Pricing Periods, the Purchaser shall have the option, which option shall be exercised no later than five (5) Trading Days after receipt by the Purchaser of the notice of the Other Financing, to purchase up to the Draw Down Amount that would be applicable under this Agreement based on the price per share to be paid for the Common Stock in the Other Financing on the same, absolute terms and conditions contemplated in the Other Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. (eastern time) on the fifth (5th) Trading Day after receipt of such notice, the Company shall not be obligated to sell shares of the Common Stock to the Purchaser under the terms of the preceding sentence and the Company shall have the right to close the Other Financing on the scheduled closing date with a third party, provided that all of the terms and conditions of such closing are similar in all material respects to those provided to the Purchaser. As used herein, "Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement (iii) issuing shares of Common Stock in connection with the Company's current option plans (as the same may be amended from time to time), stock purchase plans, rights plans, currently outstanding warrants or options, or increase the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (iv) issuing shares of Common Stock or options or warrants exercisable therefor and/or preferred stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, the acquisition of products, licenses or other assets or as consideration for services rendered to the Company (each a "Permitted Transaction").

Other Financing. If the Company enters into any other financing agreement, the primary purpose of which would be to obtain equity financing for the Company (an "Other Financing"), during the Investment a Draw Down Pricing Period, the Company shall promptly notify the Purchaser of such Other Financing. If the Company enters into an Other Financing during a Draw Down Pricing Period, and the Purchaser shall have the options set forth in Section 6.1(k) hereof. If the Company enters into an the Other Financing between Draw Down Pricing Periods, the Company shall promptly notify the Purchaser of such Other Financing and the Purchaser shall have the option, which option shall be exercised no later than five (5) Trading Days after receipt by the Purchaser of the notice of the Other Financing, to purchase up to the maximum Draw Down Amount that would be applicable under this Agreement based on if the Threshold Price were equal to the price per share to be paid for the Common Stock in the Other Financing on the same, absolute terms and conditions contemplated in the Other Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. (eastern time) on the fifth (5th) Trading Day after receipt of such notice), the Company shall not be obligated to sell shares of the Common Stock to the Purchaser under the terms of the preceding sentence and the Company shall have the right to close the Other Financing on the scheduled closing date with a third party, provided that all of the terms and conditions of such closing are similar in all material respects to those provided offered to the Purchaser. As used herein, "Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement or finance the acquisition of other companies, equipment, technologies or lines of business, (iii) issuing shares of Common Stock in connection with the Company's current option plans (as the same may be amended from time to time), stock purchase plans, rights plans, currently outstanding warrants or options, or increase the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (iv) issuing shares of Common Stock or options or warrants exercisable therefor and/or preferred stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, ventures and the acquisition of products, licenses or other assets or as consideration for services rendered to the Company (each a "Permitted Transaction"). The Company shall not be required to obtain the Purchaser's consent to an Other Financing. If the Company does not obtain the Purchaser's consent in accordance with Section 7.2 hereof, the provisions of Article VII shall apply.

Other Financing. If Except for issuances under outstanding obligations disclosed in SCHEDULE 3.1(c) attached hereto, the Company enters is restricted from entering into any other financing agreementagreement during the Investment Period, the primary purpose of which would be to obtain equity financing for the Company (an "Other FinancingOTHER FINANCING"), during without the Investment Periodprior written consent of the Purchaser, which consent will not be unreasonably withheld, conditioned or delayed , except that the Company may (i) enter into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establish an employee stock option plan or agreement or finance the acquisition of other companies, equipment, technologies or lines of business, (iii) issue shares of Common Stock in connection with the Company's current option plans (as the same may be amended from time to time), stock purchase plans, rights plans, currently outstanding warrants or options, or increase the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (iv) issue shares of Common Stock and/or preferred stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures and the acquisition of products, licenses or other assets (each a "PERMITTED TRANSACTION"). Within two (2) Trading Days of receipt of notice of an Other Financing, together with the terms of the Other Financing, the Company shall promptly Purchaser will notify the Purchaser of such Company as to whether it consents to the Other Financing. If the Purchaser consents to the Company entering into an Other Financing and the Company enters into an Other Financing during a Draw Down Pricing Period, the Purchaser shall have the options set forth in Section 6.1(k) hereof. If the Purchaser consents to the Company entering into an Other Financing and the Company enters into an the Other Financing between Draw Down Pricing Periods, the Purchaser shall have the option, which option shall be exercised no later than five (5) Trading Days after receipt by the Purchaser of the notice of the Other Financing, to purchase up to the Draw Down Amount that would be applicable under this Agreement based on the price per share to be paid for the Common Stock in the Other Financing on the same, absolute terms and conditions contemplated in the Other Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. (eastern time) on the fifth (5th) Trading Day after receipt of such notice), the Company shall not be obligated to sell shares of the Common Stock to the Purchaser under the terms of the preceding sentence and the Company shall have the right to close the Other Financing on the scheduled closing date with a third party, provided PROVIDED that all of the terms and conditions of such closing are similar in all material respects to those provided to the Purchaser. As used herein, "Purchaser prior to the Purchaser giving its consent to such Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement (iii) issuing shares of Common Stock in connection with the Company's current option plans (as the same may be amended from time to time), stock purchase plans, rights plans, currently outstanding warrants or options, or increase the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (iv) issuing shares of Common Stock or options or warrants exercisable therefor and/or preferred stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, the acquisition of products, licenses or other assets or as consideration for services rendered to the Company (each a "Permitted Transaction").

Other Financing. If the Company enters into any other financing agreement, the primary purpose of which would be to obtain equity financing for the Company (an "Other Financing"), during the Investment a Draw Down Pricing Period, the Company shall promptly notify the Purchaser of such Other Financing. If the Company enters into an Other Financing during a Draw Down Pricing Period, and the Purchaser shall have the options set forth in Section 6.1(k) hereof. If the Company enters into an the Other Financing between Draw Down Pricing Periods, the Company shall promptly notify the Purchaser of such Other Financing and the Purchaser shall have the option, which option shall be exercised no later than five (5) Trading Days after receipt by the Purchaser of the notice of the Other Financing, to purchase up to the Draw Down Amount that would be applicable under this Agreement based on the price per share to be paid for the Common Stock in the Other Financing on the same, absolute terms and conditions contemplated in the Other Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. (eastern time) on the fifth (5th) Trading Day after receipt of such notice, the Company shall not be obligated to sell shares of the Common Stock to the Purchaser under the terms of the preceding sentence and the Company shall have the right to close the Other Financing on the scheduled closing date with a third party, provided that all of the terms and conditions of such closing are similar in all material respects to those provided to the Purchaser. As used herein, "Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement (iii) issuing shares of Common Stock in connection with the Company's current or future option plans (as the same may be amended from time to time), stock purchase plans, rights plans, currently outstanding warrants or options, employment or increase consulting agreements, or increasing the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (iviii) issuing shares of Common Stock or options or warrants exercisable therefor and/or preferred stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, the merger or other consolidation or combination of the Company with another company or entity in which the Company survives or the acquisition of products, licenses or other assets or as consideration for services rendered to the Company (each a "Permitted Transaction").

Other Financing. If the Company enters into any other definitive financing agreement, the primary purpose of which would be to obtain equity financing for the Company (an "Other Financing"), during the Investment Draw Down Pricing Period, the Company shall promptly notify the Purchaser of such Other Financing. If the Company enters into an Other Financing Financing, including, without limitation, an underwritten public offering, during a Draw Down Pricing Period, the Purchaser shall have the options set forth in Section 6.1(k) hereof. If between Draw Down Pricing Periods the Company enters into (x) an Other Financing between Draw Down Pricing Periodswhich provides for the issuance of Common Stock or securities convertible, exercisable or exchangeable for Common Stock at a net discount (after all fees and discounts associated with the transaction) to the then current market price of the Common Stock) or (y) the issuance of Common Stock with warrants, which have an exercise price such that together with the price of the Common Stock would result in the issuance of shares of Common Stock at a per share price below the then current market price of the Common Stock, which Common Stock the Company is obligated to register (in either case, a "PIPE Financing"), the Purchaser shall have the option, which option shall be exercised no later than five (5) Trading Days after receipt by the Purchaser of the notice of the such Other Financing, to purchase (x) up to the maximum Draw Down Amount that would be applicable under this Agreement based on the Threshold Price equal to the price per share to be paid for the Common Stock in the Other Financing on the same, absolute terms and conditions contemplated in the Other Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. or (eastern timey) on the fifth (5th) Trading Day after receipt of such notice, other amount mutually agreed upon by the Company shall not be obligated to sell shares of the Common Stock to the Purchaser under the terms of the preceding sentence and the Company shall have the right to close the Other Financing on the scheduled closing date with a third party, provided that all of the terms and conditions of such closing are similar in all material respects to those provided to the Purchaser. As used herein, "Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement (iii) issuing shares of Common Stock in connection with the Company's current or future option plans (as the same may be amended from time to time)plans, stock purchase plans, 401K plan and stockholder rights plans, currently outstanding warrants or options, or increase the number of including additional shares available authorized for issuance under any such plans from time to time in the future (the primary purpose of which is not to raise equity)) or upon exercise of any currently outstanding warrants or options, and (ivii) issuing shares of Common Stock, securities convertible into Common Stock or options or warrants exercisable therefor to purchase shares of Common Stock issued for the purposes of licensing agreements, strategic agreements and/or preferred collaborative agreements with third parties, (iii) issuing shares of capital stock and/or warrants in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, ventures or for the acquisition of products, licenses licenses, businesses (including divisions thereof) or other assets assets, (iv) issuing securities by any subsidiary of the Company, (v) issuing the securities which are set forth on Schedule 4.12 and (vi) issuing warrants to purchase Common Stock in connection with equipment financing or as consideration for services rendered to the Company leasing arrangements (each a "Permitted Transaction").

Other Financing. If the Company enters into any other definitive financing agreement, the primary purpose of which would be to obtain equity financing for the Company (an "Other Financing"), during the Investment Period, the Company shall promptly notify the Purchaser of such Other Financing. If the Company enters into an Other Financing during a Draw Down Pricing Period, the Purchaser shall have the options set forth in Section 6.1(k) hereof. If the Company enters into an Other a Permitted Discounted Financing (as defined in Section 7.2 hereof) between Draw Down Pricing Periods, the Company shall promptly notify the Purchaser of such Permitted Discounted Financing and the Purchaser shall have the option, which option shall be exercised no later than five (5) Trading Days after receipt by the Purchaser of the notice of the Other Permitted Discounted Financing, to purchase up to fifteen percent (15%) of the Draw Down Amount that would be applicable under this Agreement based on aggregate amount of the price per share to be paid for the Common Stock in the Other Permitted Discounted Financing on the same, absolute terms and conditions contemplated in the Other Permitted Discounted Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. (eastern time) on the fifth (5th) Trading Day after receipt of such notice, the Company shall not be obligated to sell shares of the Common Stock or securities convertible, exercisable or exchangeable into Common Stock to the Purchaser under the terms of the preceding sentence and the Company shall have the right to close the Other Permitted Discounted Financing on the scheduled closing date with a third party, provided that all of the terms and conditions of such closing are similar in all material respects to those provided to the Purchaser. As used herein, "Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement (iii) issuing shares of Common Stock in connection with the Company's current option plans (as the same may be amended from time to time)plans, stock purchase plans, 401K plan, stockholder rights plans, currently outstanding warrants or options, or increase the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (ivii) issuing shares of Common Stock, securities convertible into Common Stock or warrants to purchase shares of Common Stock issued for the purposes of licensing agreement, strategic and/or collaborative agreements with third parties, (iii) issuing shares of Common Stock or options or and/or warrants exercisable therefor and/or preferred stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, ventures or for the acquisition of products, licenses licenses, businesses (including divisions thereof) or other assets or as consideration for services rendered to assets, (iv) issuing securities by any subsidiary of the Company Company, (v) issuing the securities which are set forth on Schedule 4.12 (each a "Permitted Transaction")) and (vi) warrants to purchase Common Stock issued in connection with equipment financing or leasing arrangements.

Other Financing. If the Company enters into any other definitive --------------- financing agreement, the primary purpose of which would be to obtain equity financing for the Company (an "Other Financing"), during the Investment Draw Down Pricing --------------- Period, the Company shall promptly notify the Purchaser of such Other Financing. If the Company enters into an Other Financing Financing, including, without limitation, an underwritten public offering, during a Draw Down Pricing Period, the Purchaser shall have the options set forth in Section 6.1(k) hereof. If between Draw Down Pricing Periods the Company enters into (x) an Other Financing between Draw Down Pricing Periodswhich provides for the issuance of Common Stock or securities convertible, exercisable or exchangeable for Common Stock at a net discount (after all fees and discounts associated with the transaction) to the then current market price of the Common Stock) or (y) the issuance of Common Stock with warrants, which have an exercise price such that together with the price of the Common Stock would result in the issuance of shares of Common Stock at a per share price below the then current market price of the Common Stock, which Common Stock the Company is obligated to register (in either case, a "PIPE Financing"), the Purchaser shall have the -------------- option, which option shall be exercised no later than five (5) Trading Days after receipt by the Purchaser of the notice of the such Other Financing, to purchase (x) up to the maximum Draw Down Amount that would be applicable under this Agreement based on the Threshold Price equal to the price per share to be paid for the Common Stock in the Other Financing on the same, absolute terms and conditions contemplated in the Other Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. or (eastern timey) on the fifth (5th) Trading Day after receipt of such notice, other amount mutually agreed upon by the Company shall not be obligated to sell shares of the Common Stock to the Purchaser under the terms of the preceding sentence and the Company shall have the right to close the Other Financing on the scheduled closing date with a third party, provided that all of the terms and conditions of such closing are similar in all material respects to those provided to the Purchaser. As used herein, "Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement (iii) issuing shares of Common Stock in connection with the Company's current or future option plans (as the same may be amended from time to time)plans, stock purchase plans, 401K plan and stockholder rights plans, currently outstanding warrants or options, or increase the number of including additional shares available authorized for issuance under any such plans from time to time in the future (the primary purpose of which is not to raise equity)) or upon exercise of any currently outstanding warrants or options, and (ivii) issuing shares of Common Stock, securities convertible into Common Stock or options or warrants exercisable therefor to purchase shares of Common Stock issued for the purposes of licensing agreements, strategic agreements and/or preferred collaborative agreements with third parties, (iii) issuing shares of capital stock and/or warrants in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, ventures or for the acquisition of products, licenses licenses, businesses (including divisions thereof) or other assets assets, (iv) issuing securities by any subsidiary of the Company, (v) issuing the securities which are set forth on Schedule 4.12 and (vi) issuing warrants to purchase Common Stock in connection with equipment financing or as consideration for services rendered to the Company leasing arrangements (each a "Permitted Transaction").. ---------------------

Other Financing. If Except for issuances under outstanding obligations disclosed in SCHEDULE 3.1(c) attached hereto, the Company enters is restricted from entering into any other financing agreementagreement during the Investment Period, the primary purpose of which would be to obtain equity financing for the Company (an "Other FinancingOTHER FINANCING"), during without the Investment Periodprior written consent of the Purchaser, which consent will not be unreasonably withheld, conditioned or delayed, except that the Company may (i) enter into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establish an employee stock option plan or agreement or finance the acquisition of other companies, equipment, technologies or lines of business, (iii) issue shares of Common Stock in connection with the Company's current option plans (as the same may be amended from time to time), stock purchase plans, rights plans, currently outstanding warrants or options, or increase the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (iv) issue shares of Common Stock and/or Preferred Stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures and the acquisition of products, licenses or other assets (each a "Permitted Transaction"). Within two (2) trading days of receipt of notice of an Other Financing, together with the terms of the Other Financing, the Company shall promptly Purchaser will notify the Purchaser of such Company as to whether it consents to the Other Financing. If the Purchaser consents to the Company entering into an Other Financing and the Company enters into an Other Financing during a Draw Down Pricing Period, the Purchaser shall have the options set forth in Section 6.1(k) hereof. If the Purchaser consents to the Company entering into an Other Financing and the Company enters into an the Other Financing between Draw Down Pricing Periods, the Purchaser shall have the option, which option shall be exercised no later than five (5) Trading Days trading days after receipt by the Purchaser of the notice of the Other Financing, to purchase up to the Draw Down Amount that would be applicable under this Agreement based on the price per share to be paid for the Common Stock in the Other Financing on the same, absolute terms and conditions contemplated in the Other Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. (eastern time) on the fifth (5th) Trading Day after receipt of such notice), the Company shall not be obligated to sell shares of the Common Stock to the Purchaser under the terms of the preceding sentence and the Company shall have the right to close the Other Financing on the scheduled closing date with a third party, provided PROVIDED that all of the terms and conditions of such closing are similar in all material respects to those provided to the Purchaser. As used herein, "Purchaser prior to the Purchaser giving its consent to such Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement (iii) issuing shares of Common Stock in connection with the Company's current option plans (as the same may be amended from time to time), stock purchase plans, rights plans, currently outstanding warrants or options, or increase the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (iv) issuing shares of Common Stock or options or warrants exercisable therefor and/or preferred stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, the acquisition of products, licenses or other assets or as consideration for services rendered to the Company (each a "Permitted Transaction").

Other Financing. If the Company enters into any other financing agreement, the primary purpose of which would be to obtain equity financing for the Company (an "Other Financing"), during the Investment a Draw Down Pricing Period, the Company shall promptly notify the Purchaser of such Other Financing. If the Company enters into an Other Financing during a Draw Down Pricing Period, and the Purchaser shall have the options set forth in Section 6.1(k) hereof. If the Company enters into an the Other Financing between Draw Down Pricing Periods, the Company shall promptly notify the Purchaser of such Other Financing and the Purchaser shall have the option, which option shall be exercised no later than five (5) Trading Days after receipt by the Purchaser of the notice of the Other Financing, to purchase up to (i) the Draw Down Amount Amount, assuming that would be applicable under this Agreement based on the Threshold Price is the price per share to be paid for the Common Stock in the Other Financing Financing, or (ii) an amount mutually agreed upon by the Purchaser and the Company on the same, absolute terms and conditions contemplated in the Other Financing. If the Purchaser does not exercise its purchase option in writing before 8:00 p.m. (eastern time) on the fifth (5th) Trading Day after receipt of such notice, the Company shall not be obligated to sell shares of the Common Stock to the Purchaser under the terms of the preceding sentence and the The Company shall have the right to close the Other Financing to the extent not purchased by the Purchaser on the scheduled closing date with a third party, provided that all of the terms and conditions of such closing are similar in all material respects to those provided to the Purchaser. As used herein, "Other Financing" shall not include the Company (i) entering into a loan, credit or lease facility with a bank or financing institution (including any equity component thereof), (ii) establishing an employee stock option plan or agreement or financing the acquisition of other companies, equipment, technologies or lines of business, (iii) issuing shares of Common Stock in connection with the Company's current option plans (as the same may be amended from time to time), stock purchase plans, rights plans, currently outstanding warrants or options, or increase increasing the number of shares available under any such plans (the primary purpose of which is not to raise equity), and (iv) issuing shares of Common Stock or options or warrants exercisable therefor and/or preferred stock in connection with the formation and maintenance of strategic partnerships, alliances or joint ventures, ventures and the acquisition of products, licenses or other assets or as consideration for services rendered to the Company (each a "Permitted Transaction").