Restrictions on Future Financings. The Company represents that, unless it obtains the written approval of all of the Investors (which approval shall not be unreasonably withheld), the Company will not enter into any other equity financing agreement, or other financing arrangement, that would: (a) cause the Common Stock issued in such financing to be salable and freely tradeable before forty-five days from the Effective Date, or (b) affect the timeliness of the Registration Statement being declared effective.
Restrictions on Future Financings. The Company may enter into a subsequent or further offer or sale of Common Stock, or any securities or other instruments convertible into shares of Common Stock, with any party that is not a party to this Agreement; provided, that the investor in such future financing shall not be permitted to convert its securities into Common Stock or to have the right to receive freely tradeable shares of Common Stock until the Buyers shall have freely tradeable shares of Common Stock. The Company must disclose the terms of any proposed financing to the Buyers prior to closing on such financing and the Buyers shall have the benefit of any terms in such financing that are more beneficial to the terms of this Agreement. Notwithstanding the foregoing, the Company may issue shares of its Common Stock in connection with: (a) the issuance of securities (other than for cash) in connection with a merger, consolidation, sale of assets, or other disposition, (b) the exchange of capital shares for assets, stock, or joint venture interest, (c) an offering of any of the Company's securities at then current market prices with no repricing or reset provisions, or (d) any employee benefit plan.
Restrictions on Future Financings. The Company agrees that it will not, without first offering the Investors the right to participate, enter into any subsequent or further offer or sale of Common Stock, or any securities convertible into shares of Common Stock, with any third-party until the date which is one hundred eighty (180) days after the effective date of the registration statement. This provision shall not apply to: (a) the issuance of securities (other than for cash) in connection with a merger, consolidation, sale of assets, or other disposition, or (b) the exchange of capital stock for assets, stock or joint venture interest, (c) the issuance of securities upon exercise of options or warrants, or (d) an offering of Common Stock at or above the then current market price; provided, however, that any registration rights granted in connection with such offering, shall not require the filing of a registration statement in respect of such stock prior to one hundred eighty (180) days after the effective date of the Registration Statement. -12-
Restrictions on Future Financings. The Company agrees that --------------------------------- it will not enter into any other equity financing transaction which would (i) cause the Common Stock of the Company, other than that issued pursuant to this Agreement to become registered and freely tradeable before at least one hundred and eighty (180) days following the Subscription Date, or (ii) until the earlier of (x) 85% of the Series D and E Convertible Preferred Stock has been converted, or (y) Investor gives written approval for such additional financing, which approval shall not be unreasonably withheld.
Restrictions on Future Financings. For a period of the later of one hundred twenty (120) days following (i) the last Closing Date, or (ii) upon the termination of the Company's right to exercise any additional Demand Options under Section 1.2, the Company may not issue additional shares of Common Stock or securities convertible into shares of Common Stock, unless such securities are being issued pursuant to the terms of this Agreement, or are subject to a one year statutory or contractual hold period or, if not subject to such a hold period, unless (i) the Investor no longer holds any Promissory Notes, Warrants, Underlying Shares, or Warrant Shares, and neither party has the right to serve a Demand Notice or Purchase Notice, or (ii) the Investor has been offered such securities (in writing via facsimile) for purchase for its own account on the same terms and conditions as are being offered to the third party, and the Investor has not accepted such offer within
Restrictions on Future Financings. The Company cannot, without --------------------------------- the prior written approval of all of the Buyers, enter into any transaction whereby the Company issues freely tradable securities or securities that would be freely tradable for a period of three and one half (3.5) months following the Effective Date. In the event the Company enters into a transaction prior to the end of the aforementioned three and one half month period whereby the Company agrees to issue freely tradable securities, or securities that would be freely tradable, after the aforementioned three and one half (3.5) month period, it will contractually prohibit such investor from conducting any short selling of the Company's securities prior to the expiration of said three and one half month period. Notwithstanding the aforementioned, in the event the Company wishes to enter into a transaction for debt or equity financing which is convertible into shares of Common Stock of the Company .within eighteen (18) months following the Closing Date for the Series B Preferred Stock, the Company will give each Buyer written notice of the terms and conditions of such offer (the "ROFR Notice"). Each Buyer shall have a pro rata right of first refusal to participate in such offering in an amount not to exceed a total of the greater of (i) an aggregate of US $5,000,000 or (ii) the sum of US $2,000,000 plus the total dollar value of all Dollar Amounts through the date of the ROFR Notice. Each Buyer shall have three (3) business days to reply in writing after receipt of the ROFR Notice from the Company. Such reply may be sent via facsimile. In the event such written reply is not received by the Company within such three (3) business day period, it will be deemed a refusal by such Buyer. Buyers shall have the right to review all final documentation regarding such placements and such documentation shall be delivered to each Buyer within ten (10) days from the closing date of such transaction(s). Each Buyer's pro rata right to exercise the right of first refusal granted under this Section shall be equal to the ratio that shares of Series B Preferred Stock that such Buyer purchases bear to all shares of Series B Preferred Stock sold to all Buyers. No equity or debt financing, including the issuance of debt convertible into equity, consummated with a merger or acquisition of assets by the Company shall constitute a financing which would trigger the right of first refusal hereunder in favor of the Buyers. The...
Restrictions on Future Financings. The Company agrees that it will not, without the prior written consent of all of the Investors, enter into any subsequent or further offer or sale of Common Stock, or any securities convertible into shares of Common Stock, with any third party until the sixty (60) days after the Effective Date. This provision shall not apply to: (a) the issuance of securities (other than for cash) in connection with a merger, consolidation, sale of assets, or other disposition, or (b) the exchange of capital stock for assets, stock or joint venture interest, or (c) an offering of Common Stock at or above the then current market price; provided, however, that any action contemplated under this Section is subject to the condition that registration rights, if any, in connection with such action shall not require the filing of a registration statement in respect of such stock prior to ninety (90) days after the Effective Date.
Restrictions on Future Financings. The Company agrees that it will not, without the prior written consent of all of the Investors, enter into any subsequent or further offer or sale of Common Stock, or any securities or other instruments convertible into shares of Common Stock, with any party that is not a party to this Agreement, until the Registration Statement has been effective for 60 calendar days. This restriction shall not apply to: (a) the issuance of securities (other
Restrictions on Future Financings. For a period of one hundred twenty (120) days following the date of the issuance of the Promissory Notes and Warrants, the Company may not issue additional shares of Common Stock or securities convertible into shares of Common Stock, unless such securities are subject to a one year statutory or contractual hold period or, if not subject to such a hold period, unless (i) the Investor has sold the shares of Common Stock issuable upon conversion of the Promissory Note or (ii) the Investor has been offered such securities for purchase for its own account on the same terms and conditions as are being offered by the third party and the Investor has not accepted such offer within five days of receipt of notice of such offer. Notwithstanding the foregoing, the Company may 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- 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 Stock, provided that such offering prices for the registration of the common stock to be received by the Investor as a result of the exercise of the Warrants or conversion of the Promissory Note. Notwithstanding the forgoing, the restriction on the issuance of additional securities set forth in this paragraph shall not apply to the issuance of promissory notes in the aggregate amount of a maximum of $1,700,000 and associated warrants to purchase shares of Common Stock.
Restrictions on Future Financings. The Company represents that, unless it obtains the written approval of all of the Investors (which approval will not be unreasonably withheld), the Company will not enter into any other equity financing agreement, or arrangement, that would: (a) cause the Common Stock issued in such financing to be salable and freely tradeable before sixty (60) days from the last Repricing Date, or (b) affect the timeliness of the Registration Statement being declared effective. Notwithstanding the aforementioned, the Company may issue warrants to purchase two hundred fifty thousand (250,000) shares of Common Stock to AJC Equities which are exercisable at any time commencing six months after the date they are issued at an exercise price of Two ($2.00) Dollars per share of Common Share.
