Common use of Prohibition on Discounted Equity Offerings Clause in Contracts

Prohibition on Discounted Equity Offerings. (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.

Prohibition on Discounted Equity Offerings. (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.

Prohibition on Discounted Equity Offerings. (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 Until such time as all of the Preferred Shares Convertible Instruments 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 (collectively, 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 (other than the Shares) 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.

Prohibition on Discounted Equity Offerings. (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 Until such time as all of the Preferred Shares Convertible Notes have been either redeemed repaid or converted into Conversion Shares in full, whichever is later to occur, the Company agrees that it will notnot issue (or, without unless such issuance would, upon the written consent closing thereof, result in the repayment in full of the Purchaser or Majority HoldersConvertible Notes, issue agree to issue) any of its equity securities (or securities convertible into or exchangeable or exercisable for equity securities (collectively, 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 (other than the Convertible Notes), 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.

Prohibition on Discounted Equity Offerings. (aA) 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 Until such time as all of the Preferred Shares Convertible Instruments 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 (collectively, 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 (other than the Shares) 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.

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 date hereof, so long as this Agreement is 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 occureffect, 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.