Common use of Prohibition on Discounted Equity Offerings; Registration Rights Clause in Contracts

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "Derivative Securities")) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "Discounted Equity Offering"). As used herein, "discount" shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities.

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "“Derivative Securities"”)) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "“Discounted Equity Offering"”). As used herein, "“discount" ” shall include, but not be limited to, (i) any warrantwarrant (except warrants held by any party to the Settlement Agreement), right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' ’ warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until Until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, not issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "“restricted securities." ” As used herein "“restricted securities" ” shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities. (c) The restrictions contained in this Section 8.6 shall not apply to the issuance by the Company of (or the agreement to issue) Common Stock or Derivative Securities in connection with (i) the acquisition (including by merger) of a business or of assets otherwise permitted under this Agreement, or (ii) stock option or other compensatory plans.

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition Except with respect to and not in lieu equity securities that may be issuable upon the exercise or conversion of Derivative Securities (as defined below) outstanding as of the covenant specified in Section 8.1 abovedate hereof, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Series A Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, not issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "Derivative Securities")) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-anti- dilution provisions) based on the Market Price on a date later than the date of issuance so long as such which conversion price is not below the Market Price on the date of issuance (each such event, a "Discounted Equity Offering"). As used herein, "discount" shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on Except with respect to equity securities that may be issuable upon the Closing Date and continuing until 180 days following exercise or conversion of Derivative Securities outstanding as of the Effective Date or date hereof, until such time as all of the Series A Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, not issue any of its equity securities (or Derivative Securities), unless such securities are junior in ranking to the Series A Preferred Stock and any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities.

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, not issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "“Derivative Securities"”)) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "“Discounted Equity Offering"”). As used herein, "“discount" ” shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' ’ warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until Until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, not issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "“restricted securities." ” As used herein "“restricted securities" ” shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities. (c) The restrictions contained in this Section 8.6 shall not apply to the issuance by the Company of (or the agreement to issue) Common Stock or Derivative Securities in connection with (i) the acquisition (including by merger) of a business or of assets otherwise permitted under this Agreement, (ii) stock option or other compensatory plans, (iii) the Investment Agreement dated as of March 10, 2004 between the Company and Dutchess Private Equities Fund, L.P., or (iv) the Securities Purchase Agreement dated as of July 9, 2003 among the Company and the purchasers identified therein (including the attached Warrant).

Prohibition on Discounted Equity Offerings; Registration Rights. (a) 8.6.1. In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares Convertible Debentures have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, not issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "Derivative Securities")) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "Discounted Equity Offering"). As used herein, "discount" shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities.

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares Convertible Debentures have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, not issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "Derivative Securities")) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "Discounted Equity Offering"). As used herein, "discount" shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities.

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holdersmajority holders, issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "“Derivative Securities"”)) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "“Discounted Equity Offering"”). As used herein, "“discount" ” shall include, but not be limited to, (i) any warrantwarrant (except warrants held by any party to the to the Settlement Agreement), right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' ’ warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until Until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, not issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "“restricted securities." ” As used herein "“restricted securities" ” shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities. (c) The restrictions contained in this Section 8.6 shall not apply to the issuance by the Company of (or the agreement to issue) Common Stock or Derivative Securities in connection with (i) the acquisition (including by merger) of a business or of assets otherwise permitted under this Agreement, or (ii) stock option or other compensatory plans.

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares Convertible Debentures have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, not issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "Derivative Securities")) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "Discounted Equity Offering"). As used herein, "discount" shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph . (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until Until such time as all of the Preferred Shares Convertible Debentures have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, not issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities.

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares Convertible Notes have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, not issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "Derivative Securities")) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "Discounted Equity Offering"). As used herein, "discount" shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until Until such time as all of the Preferred Shares Convertible Notes have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, not issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities.

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares Convertible Debentures have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, not issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "Derivative Securities")) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "Discounted Equity Offering"). As used herein, "discount" shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until Until such time as all of the Preferred Shares Convertible Debentures have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, not issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities.herein

Prohibition on Discounted Equity Offerings; Registration Rights. (a) In addition to and not in lieu of the covenant specified in Section 8.1 above, beginning on the Closing Date and continuing until 180 days following the date on which the Registration Statement is declared effective by the Commission (the "Effective Date") or until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will not, without the written consent of the Purchaser or Majority Holders, not issue any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (the "Derivative Securities")) on terms that allow a holder thereof to acquire such equity securities (or Derivative Securities) at a discount to the Market Price of the Common Stock at the time of issuance or, in the case of Derivative Securities at a conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance so long as such conversion is not below the Market Price on the date of issuance (each such event, a "Discounted Equity Offering"). As used herein, "discount" shall include, but not be limited to, (i) any warrant, right or other security granted or offered in connection with such issuance which, on the applicable date of grant, is offered with an exercise or conversion price, as the case may be, at less than the then current Market Price of the Common Stock or, if such security has an exercise or conversion price based on any formula (other than standard anti-dilution provisions) based on the Market Price on a date later than the date of issuance, then at a price below the Market Price on such date of exercise or conversion, as the case may be, or (ii) any commissions, fees or other allowances paid in connection with such issuances (other than customary underwriter or placement agent commissions, fees or allowances). For the purposes of determining the Market Price at which Common Stock is acquired under this Section, normal underwriting commissions and placement fees (including underwriters' ’ warrants) shall be excluded. The 180-day restrictive period set forth in this paragraph (a) of this Section 8.6 shall be increased by one day for each day a Registration Default has occurred and not been cured by the Company. (b) Beginning on the Closing Date and continuing until 180 days following the Effective Date or until Until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, whichever is later to occur, the Company agrees it will not, without the written consent of the Purchaser of Majority Holders, not issue any of its equity securities (or Derivative Securities), unless any shares of Common Stock issued or issuable in connection therewith are "restricted securities." As used herein "restricted securities" shall mean securities which may not be sold by virtue of contractual restrictions imposed by the Company either pursuant to an exemption from registration under the Securities Act or pursuant to a registration statement filed by the Company with the Commission, in each case prior to twelve (12) months following the date of issuance of such securities. (c) The restrictions contained in this Section 8.6 shall not apply to the issuance by the Company of (or the agreement to issue) Common Stock or Derivative Securities in connection with (i) the acquisition (including by merger) of a business or of assets otherwise permitted under this Agreement, or (ii) stock option or other compensatory plans.