Common use of Restriction on Issuance of Securities Clause in Contracts

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 Beginning on the Closing Date and continuing for a period of 90 180 days following the effective date Effective Date or until the Preferred Shares have been fully converted into shares of the registration statement referred Common Stock, whichever is later to in Section 12occur, 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 priceMarket Price) other than (i) borrowings that provide for the payment of the Preferred Shares, borrowings under conventional credit facilities existing as of the date hereof, (ii) stock issued or credit facilities to be established in connection with acquisitions, employee, employee and director stock options and compensation plans of the Company, (iii) stock issued pursuant to existing options, rights and warrants of the Company, Company and (iv) stock securities issued to consultants under the Preferred Shares and service providers, stock issued Qualified Future Financing as defined and set forth in connection with employee termination agreementsthe Certificate of Designation. 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 statutory or contractual hold period or, if not subject to such a hold period, unless the Investor Purchaser has liquidated the securities acquired hereunderfully converted all outstanding Preferred Shares. Notwithstanding the foregoing, the Company may at any time enter into the following types of transactions: 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" transactions which provide for the issuance of non-convertible recourse 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 SharesStock, provided that if such offering is registered in the United States it provides for the registration of the resale Common Stock to be received by Purchaser as a result of the Subject Securities unless conversion of the resale Preferred Shares held by the Purchaser to the extent there is not an effective Registration Statement for the sale of the Conversion Shares in place at the time of such Subject Securities offering; and (4) other financing transactions specifically consented to in writing by the Purchaser. Until such time as all of the Preferred Shares have already been registered with either redeemed or converted into Conversion Shares in full, the SECCompany will 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" provided, however, this sentence shall not apply to the above mentioned Qualified Future Financing. "Restricted Securities" shall mean securities which may not be sold prior to twelve (12) months following the date of issuance of such securities by virtue of contractual restrictions imposed by the Company or otherwise.

Restriction on Issuance of Securities. For a period of 90 sixty (60) days following the sooner to occur of (i) the effective date of the registration statement referred to Registration Statement or (ii) the date that the Convertible Notes are converted in Section 12full, 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 priceMarket Price) other than (i) borrowings under conventional credit facilities existing as of the date hereof, (ii) stock issued or credit facilities to be established in connection with acquisitions, employee, employee and director stock options and compensation plans of the Company, (iii) stock issued pursuant to existing options, rights and warrants of the Company, Company and (iv) stock securities issued to consultants and service providers, stock issued in connection with employee termination agreementsunder the Convertible Notes. 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 statutory or contractual hold period or, if not subject to such a hold period, unless the Investor Purchaser has liquidated the securities acquired hereunderfully converted all outstanding Convertible Notes. Notwithstanding the foregoing, the Company may at any time enter into the following types of transactions: 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" transactions which provide for the issuance of non-convertible recourse 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 SharesStock, provided that if such offering is registered in the United States it provides for the registration of the resale Common Stock to be received by Purchaser as a result of the Subject Securities unless conversion of the resale of such Subject Securities have already been registered with Convertible Notes held by the SECPurchaser.

Restriction on Issuance of Securities. For Except with respect to equity securities issuable upon the exercise of or upon conversion of Derivative Securities outstanding on the date hereof, for a period of 90 days following the effective date of the registration statement referred to Commitment expires, is fully drawn upon or is terminated in Section 12full, 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 priceMarket Price) other than (i) borrowings under conventional credit facilities existing as of the date hereof, (ii) stock issued or credit facilities to be established in connection with acquisitions, employee, employee and director stock options and compensation plans of the Company, (iii) stock issued pursuant to existing options, rights and warrants of the Company, Company and (iv) stock securities issued to consultants and service providers, stock issued in connection with employee termination agreementsunder the Series A Preferred Shares or LKB Warrants. 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 statutory or contractual hold period or, if not subject to such a hold period, unless the Investor Purchaser has liquidated the securities acquired hereunderfully converted all outstanding Series A Preferred Shares and all LKB Warrants have been exercised. Notwithstanding the foregoing, the Company may at any time enter into the following types of transactions: 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" transactions which provide for the issuance of non-convertible recourse 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 SharesStock, 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 all Conversion Shares issuable pursuant to this Agreement have already been registered with by the SECCompany on the Registration Statement; and (4) other financing transactions specifically consented to in writing by the Purchaser.

Restriction on Issuance of Securities. For a period beginning on the Closing Date and extending until the date that Convertible Notes are fully converted into unrestricted, unlegended, freely tradeable shares of 90 days following the effective date of the registration statement referred to in Section 12Common Stock, 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 priceMarket Price) other than (i) borrowings under conventional credit facilities existing as of the date hereof, (ii) stock issued or credit facilities to be established in connection with acquisitions, employee, employee and director stock options and compensation plans of the Company, (iii) stock issued pursuant to existing options, rights and warrants of the Company, Company and (iv) stock securities issued to consultants and service providers, stock issued in connection with employee termination agreementsunder the Convertible Notes. 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 statutory or contractual hold period or, if not subject to such a hold period, unless the Investor Purchaser has liquidated the securities acquired hereunderfully converted all outstanding Convertible Notes. Notwithstanding the foregoing, the Company may at any time enter into the following types of transactions: 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" transactions which provide for the issuance of non-convertible recourse 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 SharesStock, provided that if such offering is registered in the United States it provides for the registration of the resale Common Stock to be received by Purchaser as a result of the Subject Securities unless conversion of the resale of such Subject Securities have already been registered with Convertible Notes held by the SECPurchaser; and (4) other financing transactions specifically consented to in writing by the Purchaser.

Restriction on Issuance of Securities. For Beginning on the Closing Date and continuing for a period of 90 180 days following the effective date Effective Date or until the Convertible Debentures have been fully converted into shares of the registration statement referred Common Stock, whichever is later to in Section 12occur, 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 priceMarket Price) other than (i) borrowings under conventional credit facilities existing as of the date hereof, (ii) stock issued or credit facilities to be established in connection with acquisitions, employee, employee and director stock options and compensation plans of the Company, (iii) stock issued pursuant to existing options, rights and warrants of the Company, Company and (iv) stock securities issued to consultants and service providers, stock issued in connection with employee termination agreementsunder the Convertible Debentures or Warrants. 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 statutory or contractual hold period or, if not subject to such a hold period, unless the Investor Purchaser has liquidated the securities acquired hereunderfully converted all outstanding Convertible Debentures and exercised all Warrants. Notwithstanding the foregoing, the Company may at any time enter into the following types of transactions: 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" transactions which provide for the issuance of non-convertible recourse 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 SharesStock, provided that if such offering is registered in the United States it provides for the registration of the resale Common Stock to be received by Purchaser as a result of the Subject Securities unless conversion of the resale Convertible Debentures and the exercise of the Warrants held by the Purchaser to the extent there is not an effective Registration Statement for the sale of the Conversion Shares in place at the time of such Subject Securities have already been registered with offering; and (4) other financing transactions specifically consented to in writing by the SECPurchaser.

Restriction on Issuance of Securities. For Beginning on the Closing Date and continuing for a period of 90 180 days following the effective date Effective Date or until the Preferred Shares have been fully converted into shares of the registration statement referred Common Stock, whichever is later to in Section 12occur, 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 priceMarket Price) other than (i) borrowings that provide for the payment of the Preferred Shares, borrowings under conventional credit facilities existing as of the date hereof, (ii) stock issued or credit facilities to be established in connection with acquisitions, employee, employee and director stock options and compensation plans of the Company, (iii) stock issued pursuant to existing options, rights and warrants of the CompanyCompany 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, Seven Million Seven Hundred Thousand Dollars ($7,700,000) in the following tranches: (1) an amount not to exceed One Million Two Hundred Thousand Dollars ($1,200,000) no sooner than June 1, 2004; (2) an amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000.) no sooner than August 1, 2004; and (iv3) stock issued an amount not to consultants and service providers, stock issued in connection with employee termination agreementsexceed Three Million Dollars ($3,000,000) no sooner than October 31,. 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 statutory or contractual hold period or, if not subject to such a hold period, unless the Investor Purchaser has liquidated the securities acquired hereunderfully converted all outstanding Preferred Shares. Notwithstanding the foregoing, the Company may at any time enter into the following types of transactions: 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" transactions which provide for the issuance of non-convertible recourse 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 SharesStock, provided that if such offering is registered in the United States it provides for the registration of the resale Common Stock to be received by Purchaser as a result of the Subject Securities unless conversion of the resale Preferred Shares held by the Purchaser to the extent there is not an effective Registration Statement for the sale of the Conversion Shares in place at the time of such Subject Securities offering; and (4) other financing transactions specifically consented to in writing by the Purchaser. Until such time as all of the Preferred Shares have already been registered with either redeemed or converted into Conversion Shares in full, the SECCompany will 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" provided, however, this sentence shall not apply to the above mentioned Qualified Future Financing. "Restricted Securities" shall mean securities which may not be sold prior to twelve (12) months following the date of issuance of such securities by virtue of contractual restrictions imposed by the Company or otherwise.

Restriction on Issuance of Securities. For From the Closing Date and continuing for a period of 90 180 days following the effective date Effective Date of each Registration Statement (the registration statement referred to in Section 12“Restrictive Period”), 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 priceMarket Price) other than (i) borrowings under conventional credit facilities existing as of the date hereofhereof or resulting from the Company’s current discussions with a replacement lender for the Company’s revolving credit facility, (ii) provided said credit facility shall not be increased beyond its current cap amount, stock issued or credit facilities to be established in connection with acquisitions, employee, employee and director stock options and compensation plans of the Company, (iii) stock issued pursuant to existing options, rights and warrants of the Company, Company and (iv) stock securities issued to consultants and service providers, stock issued in connection with employee termination agreementsunder the Preferred Shares or Warrants. 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 statutory or contractual hold period or, if not subject to such a hold period, unless the Investor Purchaser has liquidated the securities acquired hereunderfully converted all outstanding Preferred Shares and exercised all Warrants. Notwithstanding the foregoing, the Company may at any time enter into the following types of transactions: 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" transactions ” which provide for the issuance of non-convertible recourse debt instruments in connection with the operation of the Company's ’s business as presently conducted or as proposed to be conducted; and (3) an underwritten offering of the Company's Common SharesStock, provided that if such offering is registered in the United States it provides for the registration of the resale Common Stock to be received by Purchaser as a result of the Subject Securities unless conversion of the resale Preferred Shares and exercise of such Subject Securities have already been registered with the SECWarrants held by the Purchaser; and (4) other financing transactions specifically consented to in writing by the Purchaser.