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

Restriction on Sale of Capital Stock. (a) During the Commitment Period, except as set forth in Section 6.7(b) of this Agreement, the Company shall not, without the prior written consent of the Investor not to be unreasonably withheld, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the average Bid Price of the Common Stock for the 10 trading days prior to its issuance, (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 such Common Stock's average Bid Price for the 10 trading days prior to its issuance, or (iii) file any registration statement on Form S-8 except to register securities to be issued under a stock incentive plan of the Company up to a maximum of 10% of the outstanding shares of Company Common Stock for each 12 month period commencing on the date of this Agreement. (b) Notwithstanding Section 6.7(a), the Company may (i) issue or sell securities in connection with a strategic alliance, joint venture or similar transaction and (ii) sell up to $800,000 per month of securities for a consideration of not less than a 20% discount to the average Bid Price for the 10 trading days prior to the date of issuance in the event the Company has requested an advance pursuant to the terms of this Agreement and the Investor has failed to provide the Company with the amount for such advance by the Advance Date.

Restriction on Sale of Capital Stock. (a) During the Commitment Period, the Company, except as set forth in Section 6.7(b6.8(b) of this AgreementAgreement or as set forth on Schedule I, the Company shall not, not without the prior written consent of the Investor not to be unreasonably withheld, withheld (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the average Bid Price of the Common Stock for the 10 trading days prior to its the date of issuance, (ii) issue or sell any Preferred Stock, 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 such Common Stock's the average Bid Price for the 10 trading days prior to its the date of issuance, or (iii) file any registration statement on Form S-8 except to register securities to be issued under a stock incentive plan of the Company up to a maximum of 10% of the outstanding shares of Company Common Stock for each 12 month period commencing on the date of this Agreement. (b) Notwithstanding Section 6.7(a6.8(a), the Company may (i) issue or sell securities in connection with a strategic alliance, joint venture or similar transaction transaction; and (ii) sell up to $800,000 per month of securities for a consideration of not less than a 20% discount to the average Bid Price for the 10 trading days prior to the date of issuance in the event the Company has requested an advance pursuant to the terms of this Agreement and the Investor has failed to provide the Company with the amount for such advance by the Advance Date.