Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the Representative, it will not, during the period ending 180 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the Prospectus, (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, in each case which have been approved by the Company’s stockholders, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives such extension in writing. The Company’s officers, directors or, to the knowledge of the Company, any five perc...
Restriction on Issuances. During the period from the date hereof through and including the Closing Date, the Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of, in the United States, any U.S. dollar-denominated debt securities issued or guaranteed by the Company and having a tenor of more than one year.
Restriction on Issuances. During the period beginning on the Execution Date and ending on the date that is ninety (90) days after the Effective Date, the Company will not, directly or indirectly, effect a Subsequent Placement.
Restriction on Issuances. (a) During the period commencing on the Effective Date and ending on the date which is 180 days from the Closing Date; other than in an Exempt Issuance (as defined below), the Company shall not issue or sell any New Securities (as defined below) without the prior written consent of the Buyer, to be given or withheld in the sole discretion of the Buyer.
(b) For purposes herein, “New Securities” means, collectively, equity securities or debt securities of the Company, whether or not currently authorized, as well as any Convertible Securities or other rights, options, or warrants to purchase such equity securities or debt securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
(c) For purposes herein, “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or independent contractors of the Company; provided, that such issuance is approved by a majority of the Board; and provided, further that such issuance shall not exceed in the aggregate 7.5% of the outstanding shares of Common Stock without the prior approval of the Buyer, (b) securities upon the exercise of the Warrant or upon any conversion of the Note, (c) securities issued to the holders of the Company’s Class C Preferred Shares; and (d) securities issued pursuant to acquisitions or any other strategic transactions approved by a majority of the disinterested members of the Board.
Restriction on Issuances. During the period beginning on the Execution Date and ending on the Filed S-3 Effective Date, the Company will not, directly or indirectly, effect a Subsequent Placement.
Restriction on Issuances. From the Closing Date until 45 days after the Effective Date, the Company shall not issue or sell any shares of the Common Stock other than the issuance of shares of the Common Stock (i) upon the exercise of Options outstanding on the Closing Date, (ii) upon the exercise of Options issued in the future under the Company’s 2002 Stock Option Plan or other security-based compensation arrangements, (iii) upon the exercise of Convertible Securities outstanding on the Closing Date, (iv) to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, (v) pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or pursuant to a joint venture agreement and (vi) in connection with marketing or similar agreements or strategic partnerships (including, without limitation, by way of a private placement to strategic investors and/or entities (whatever the legal form) in which, or of which, one or more members of the Company’s management owns or controls an equity stake of 10% or greater).
Restriction on Issuances. The Pledged Collateral shall constitute greater than 51% of the outstanding shares of the Company with a minimum of 51% of the voting rights of the Company at all times and Pledgor shall be restricted from issuing any securities of the Company that would reduce the ownership and voting of the Pledged Collateral below 51% until such time as Secured Party has received all payments that it is due under the Secured Promissory Note.
Restriction on Issuances. During the period commencing on the date of this Agreement and ending on the date which is 90 days from the date that the first payment of Consideration is made by Lender to Borrower; other than in an Exempt Issuance (as defined below), the Company shall not issue or sell any New Securities (as defined below) without the prior written consent of the Buyer, to be given or withheld in the sole discretion of the Buyer. For purposes herein, “New Securities” means, collectively, equity securities or debt securities of the Company, whether or not currently authorized, as well as any Convertible Securities or other rights, options, or warrants to purchase such equity securities or debt securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. For purposes herein, “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or independent contractors of the Company; provided, that such issuance is approved by a majority of the Board; and provided, further that such issuance shall not exceed in the aggregate 7.5% of the outstanding shares of Common Stock without the prior approval of the Holder, (b) securities upon the exercise of the Warrants, (c) the issuance of pre-funded common stock purchase warrants to the Investor; and (d) securities issued pursuant to acquisitions or any other strategic transactions approved by a majority of the disinterested members of the Board; including, without limitation, that certain proposed merger transaction with Arrive Technology Inc., pursuant to that certain merger agreement, dated as of December 14, 2023, between the Company and Arrive Technology Inc. (the “Merger”), provided, that such acquisitions and other strategic transactions shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
Restriction on Issuances. During the period beginning on the Execution Date and ending on the Effective Date, the Company will not, directly or indirectly, effect a Subsequent Placement except as may be required by (i) the terms of the acquisition of Northern Alberta Oil, LTD by the Company or (ii) the Letter of Intent dated February 17, 2005 with Surge Global Energy, Inc.
Restriction on Issuances i. Until Stockholder Approval is achieved, without the prior written consent of Aegis, Bigger and District 2, to be granted in their sole and absolute discretion, Eastside will not issue any capital stock, securities convertible into capital stock, or options or warrants to purchase capital stock. As the complete exception to the restriction in the preceding sentence but subject in all cases to the restriction set forth in Section 15 below, Eastside will be permitted, notwithstanding the absence of Stockholder Approval, to issue:
1. the Conversion Shares and the shares of SC Preferred to be issued to SPV upon any Reversion;
2. capital stock issuable upon exercise of warrants or conversion of convertible instruments issued by Eastside prior to May 22, 2023;
3. Common stock issuable as dividends with respect to Eastside’s outstanding Series B Preferred Stock;
4. Common Stock issuable as compensation to members of Eastside’s Board of Directors pursuant to the compensation plan adopted by said Board on June 19, 2023 (the “2023 Eastside Compensation Plan”), a copy of which is attached as Appendix I hereto, provided that no such Common Stock may be valued or issued by Eastside pursuant to the 2023 Eastside Compensation Plan for this purpose at an effective price less than the Series C Conversion Price (as defined in the Certificate of Designation); and
5. up to 375,000 shares of Common Stock sold by Eastside in an at-the-market public offering on or after June 14, 2023 (“ATM Shares”), provided the number of ATM Shares for purposes of this clause 7 shall be adjusted proportionally for any stock splits and/or reverse stock splits effected by Eastside after the Effective Date.
ii. Without the prior written consent of Aegis, Bigger and District 2, to be granted in their sole and absolute discretion, Eastside will not issue any shares of SC Preferred to any Person, other than to SPV in accordance with this Agreement.
