Restriction on Issuance of Securities. For a period of 90 days following the effective date of the registration statement referred to in Section 12, the Company will not sell, without the Investor's prior written consent, or offer to sell, any securities (including any credit facilities which are convertible into securities which may be issued at a discount to the then current market price) other than (i) borrowings under credit facilities existing as of the date hereof, (ii) stock issued or credit facilities to be established in connection with acquisitions, employee, and director stock options and compensation plans of the Company, (iii) stock issued pursuant to existing options, rights and warrants of the Company, and (iv) stock issued to consultants and service providers, stock issued in connection with employee termination agreements. In addition, the Company shall not issue during such 90 day period, without the Investor's prior written consent, any securities in connection with a strategic alliance entered into by the Company unless such securities are the subject of a one year contractual hold period or, if not subject to such a hold period, unless the Investor has liquidated the securities acquired hereunder. Notwithstanding the foregoing, the Company may at any time enter into the following types of transactions: (1) "permanent financing" transactions, which would include any form of debt or equity financing (other than an underwritten offering); (2) "project financing" transactions which provide for the issuance of non-convertible debt instruments in connection with the operation of the Company's business as presently conducted or as proposed to be conducted; and (3) an underwritten offering of the Company's Common Shares, provided that if such offering is registered in the United States it provides for the registration of the resale of the Subject Securities unless the resale of such Subject Securities have already been registered with the SEC.
Restriction on Issuance of Securities. For a period beginning on the ------------------------------------- date of the Closing and ending on the date which is one hundred and eighty (180) days following the effective date of the Registration Statement, the Company shall not issue or agree to issue any privately placed discounted, variable priced equity or equity-like securities (including debt securities with equity features), other than (i) to the Purchasers pursuant to this Agreement, (ii) pursuant to a bona fide business acquisition of or by the Company, whether by merger, joint venture, consolidation, sale of assets, sale or exchange of stock or otherwise that has been approved by the Board of Directors of the Company, the primary purpose of which is not to raise equity capital, (iii) in private placements of such securities pursuant to or in connection with a strategic alliance or partnering relationship, the primary purpose of which is not to raise equity capital, (iv) upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the Closing and disclosed in the Schedule of Exceptions, (v) pursuant to the Company's stock option plans, employee stock purchase plan or restricted stock plans approved by the stockholders of the Company, (vi) pursuant to written agreements existing on the date hereof to independent contractors or consultants for professional services provided to the Company, or (vii) in connection with lease lines bank financings or acquisitions of intellectual property rights, the primary purpose of which is not to raise equity capital. Without implication that the contrary would otherwise be true, the Company shall not indirectly accomplish any action which the immediately preceding sentence would have otherwise prohibited from being effected directly (e.g., by an asset drop-down to a subsidiary followed by the offering of securities of such subsidiary).
Restriction on Issuance of Securities. Without the prior written consent of the Purchaser, the Company will not sell, or offer to sell, any securities (including credit facilities which are convertible into securities which may be issued at a discount to the then current Market Price) other than borrowings under conventional credit facilities existing as of the date hereof, stock issued or credit facilities to be established in connection with acquisitions, employee and director stock options of the Company, existing rights and warrants of the Company and securities issued under the Preferred Shares or Warrants. In addition, the Company shall not issue any securities in connection with a strategic alliance entered into by the Company unless such securities are the subject of a one year statutory or contractual hold period or, if not subject to such a hold period, unless the Purchaser has fully converted all outstanding Preferred Shares and exercised all Warrants. Notwithstanding the foregoing, the Company may enter into the following types of transactions (collectively referred to as "Permitted Financings"): (1) "permanent financing" transactions, which would include any form of debt or equity financing (other than an underwritten offering), which is followed by a reduction of the said financing commitment to zero and payment of all related fees and expenses; (2) "project financing" which provide for the issuance of recourse debt instruments in connection with the operation of the Company's business as presently conducted or as proposed to be conducted; (3) an underwritten offering of Common Stock, provided that such offering provides for the registration of the Common Stock to be received by Purchaser as a result of the conversion of the Preferred Shares held by the Purchaser; and (4) other financing transactions specifically consented to in writing by the Purchaser.
Restriction on Issuance of Securities. Beginning on the Closing Date and continuing for a period of 180 days following the Effective Date or until the Preferred Shares have been fully converted into shares of Common Stock, whichever is later to occur, the Company will not sell, or offer to sell, any securities (including credit facilities which are convertible into securities which may be issued at a discount to the then current Market Price) other than borrowings that provide for the payment of the Preferred Shares, borrowings under conventional credit facilities existing as of the date hereof, stock issued or credit facilities to be established in connection with acquisitions, employee and director stock options of the Company, existing rights and warrants of the Company and securities issued under the Preferred Shares and Qualified Future Financing as defined and set forth in the Certificate of Designation in an amount not to exceed in the aggregate, Six Million Five Hundred Thousand Dollars ($6,500,000.00) in the following tranches: (1) an amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000) no sooner than October 1, 2004; and (3) an amount not to exceed Three Million Dollars ($3,000,000) no sooner than December 31, 2004. In addition, the Company shall not issue any securities in connection with a strategic alliance entered into by the Company unless such securities are the subject of a one year statutory or contractual hold period or, if not subject to such a hold period, unless the Purchaser has fully converted all outstanding Preferred Shares. Notwithstanding the foregoing, the Company may enter into the following types of transactions (collectively referred to as "Permitted Financings"): (1) "permanent financing" transactions, which would include any form of debt or equity financing (other than an underwritten offering), which is followed by a reduction of the said financing commitment to zero and payment of all related fees and expenses; (2) "project financing" which provide for the issuance of recourse debt instruments in connection with the operation of the Company's business as presently conducted or as proposed to be conducted; (3) an underwritten offering of Common Stock, provided that such offering provides for the registration of the Common Stock to be received by Purchaser as a result of the conversion of the Preferred Shares held by the Purchaser to the extent there is not an effective Registration Statement for the sale of the Conversion Shares in pla...
Restriction on Issuance of Securities. For a period of 90 days following the last to occur of (i) the date of the final Subsequent Takedown or (ii) the date the Commitment expires, is completed or is terminated in full, the Company will not sell, or offer to sell, any securities (including credit facilities which are convertible into
Restriction on Issuance of Securities. For a period of three hundred ------------------------------------- and sixty five (365) days following the date of the Closing, the Company shall not issue or agree to issue (except (i) to Purchasers and their assignees pursuant to this Agreement and the Ancillary Agreements, (ii) to an industry partner(s) as part of "strategic investments" in the Company, (iii) in connection with the grant and/or exercise of options by employees, consultants or directors, (iv) in connection with direct stock issuances to employees, consultants or directors, (v) in exchange solely for existing securities, (vi) in exchange for the Securities, (vii) pursuant to the Stockholders Rights Plan and the Series A Preferred Stock, as amended, (viii) in connection with acquisitions of other companies, material technologies or business entities, (ix) to equipment lessors or banks as an incentive in connection with an ordinary course of business equipment financings or commercial loans which is primarily for non-equity financing purposes, and (x) shares of Common Stock in accordance with Article V of the Company's indenture dated November 1, 1997 and Paragraph Nine of the notes thereunder) any equity securities at a price less than the fair market value thereof or any variably or re-set priced equity securities or equity like securities of the Company (or any security convertible into or exercisable or exchangeable, directly or indirectly, for equity or equity like securities of the Company) (each of the foregoing being a "Restricted Security"). -------------------
Restriction on Issuance of Securities. Buyer shall not, at any time until the later of (i) satisfaction of all of its obligations under Note or (ii) termination of Seller's obligations under the Lease Guaranty, issue, sell, assign, pledge or otherwise dispose of (x) any capital stock of any Company, (y) any securities exchangeable for or convertible into or carrying any rights to acquire any of the capital stock of any Company or (z) any option, warrant or other right to acquire any capital stock of any Company unless such transferee or purchaser shall agree to pledge such shares in favor of Seller.
Restriction on Issuance of Securities. Until July 27, 1999, the Company shall not issue or agree to issue, (except (i) to Purchasers pursuant to this Agreement, (ii) pursuant to a merger entered into by the Company undertaken at the reasonable discretion of the Board of Directors of the Company, the primary purpose of which is not to raise equity capital, (iii) in private placements of such securities to Strategic Investors (as defined below), (iv) a public offering of the Company's securities, or (v) to one or more vendors in an asset based financing if the primary purpose of such issuance is not to raise equity capital) any equity securities at a fixed price less than the greater of (A) $6.03 and (B) 80% of the fair market value thereof on such date or (b) any variably priced equity securities or equity like securities of the Company (or any security convertible into or exercisable or exchangeable, directly or indirectly, for equity or equity like securities of the Company) (each of the foregoing in (a) and (b) above being a "RESTRICTED SECURITY"); provided, however, that the foregoing restriction shall apply only for so long as Purchaser continues to hold thirty percent (30%) of the Preferred Stock (or equity securities into which such Preferred Stock was converted) on the date of such issuance. Without implication that the contrary would otherwise be true, the Company shall not indirectly accomplish any action which the immediately preceding sentence would have otherwise prohibited from being effected directly (e.g., by an asset drop-down to a subsidiary followed by the offering of securities of such subsidiary). The term "STRATEGIC INVESTORS" shall mean purchasers of such securities who are prohibited, by contract or otherwise, from converting such securities into Common Stock (in the case of convertible securities) or from otherwise transferring such securities for a period of at least two years from the date of the private placement in question.
Restriction on Issuance of Securities. (a) During the period beginning on the Closing Date and ending on the date which is six (6) months following the effective date of the registration statement contemplated by Section 2.1 of the Registration Rights Agreement (the "Effective Date") (such period, the "Financing Restriction Period"), the Company shall not issue or agree to issue (except (i) to the Purchasers pursuant to this Agreement, (ii) pursuant to any employee stock option, stock purchase or restricted stock plan of the Company, so long as the issuance of such stock or option is approved 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, (iii) pursuant to strategic investments from industry participants, the primary purpose of each of which is not to raise equity capital, (iv) to a seller or sellers of a business being acquired by the Company in such transaction, provided, however, that issuances pursuant to this clause (iv) shall not exceed, in the aggregate, 1,384,816 Shares of Common Stock or securities convertible into such number of Shares of Common Stock without written consent of the Purchasers, which consent shall not be unreasonably withheld or delayed; (v) the issuance to one purchaser or a group of related purchasers of securities, which, immediately following such issuance, constitute greater than 80% of the outstanding voting securities or economic interest in the Company, and which issuance is approved by a majority vote of the holders of voting capital stock of the Company, or (vi) in a public offering) any equity-like or equity-linked securities of the Company or any security convertible into or exercisable or exchangeable, directly or indirectly, for equity, equity-like or equity-linked securities of the Company (any such securities, "Restricted Securities").
Restriction on Issuance of Securities. (a) For a period of one hundred and eighty (180) days following the date of the First Closing, the Company shall not issue or agree to issue, (except (i) to Purchasers pursuant to this Agreement, (ii) pursuant to a merger or acquisition or sale of assets entered into by the Company undertaken in the business judgement of the Board of Directors of the Company, the primary purpose of which is not to raise equity capital or (iii) a public offering of the Company's securities), any equity securities at a price less than the fair market value thereof (less any customary underwriting discount) or any variably priced equity securities or equity like securities of the Company (or any variably priced security convertible into or exercisable or exchangeable, directly or indirectly, for equity or equity like securities of the Company) (each of the foregoing being a "Restricted Security"); provided, however, that the foregoing restriction shall apply only for so long as the Purchasers continue to hold thirty percent (30%) of the Preferred Stock (or equity securities into which such Preferred Stock was converted) on the date of such issuance. Following such one hundred and eighty (180) day period, the Company may issue Restricted Securities provided that any securities so issued (and any securities issued or issuable, directly or indirectly, upon conversion, exercise or exchange of any of such securities) shall be ineligible for conversion, exercise, exchange, sale, resale and registration under Federal and state securities laws for a period of two hundred and seventy (270) days following the First Closing.
