Common use of Restriction on Sale of Capital Stock Clause in Contracts

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance (unless pursuant to the exercise of options, warrants, or other instruments which are outstanding at the date hereof as outlined on Schedule 4.3 attached hereto), or (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8 other than for bonafide employee stock option plans to be filed or now existing.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) except on exercise of the type of instruments referred to in (ii) of this subsection, below, issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance (unless pursuant to the exercise of optionsissuance, warrants, or other instruments which are outstanding at the date hereof as outlined on Schedule 4.3 attached hereto), or (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, the issuance of such security or (iii) file any registration statement on Form S-8 other than for bonafide employee stock option plans to instrument. Consent will not be filed or now existingunreasonably withheld.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, except in connection with the exercise or conversion of warrants, options and convertible securities issued and outstanding prior to the date hereof or otherwise issued in accordance with the terms hereof, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance (unless pursuant to the exercise of options, warrants, or other instruments which are outstanding at the date hereof as outlined on Schedule 4.3 attached hereto)issuance, or (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share (assuming exercise or conversion of all such securities) less than the such Common Stock’s Bid Price of the Common Stock determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8 other than for bonafide employee stock option plans to be filed or now existing.