Common use of Subsequent Equity Issuances Clause in Contracts

Subsequent Equity Issuances. Neither the Company nor any Subsidiary will offer, sell, issue, contract to sell, contract to issue or otherwise dispose of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares) during the term of this Agreement without the prior written consent of the Manager (i) without giving the Manager at least three Business Days’ prior written notice specifying the nature of the proposed transaction and the date of such proposed transaction and (ii) unless the Manager suspends acting under this Agreement for such period of time requested by the Company or as deemed appropriate by the Manager in light of the proposed transaction; provided, however, that (i) the Company may issue and sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time, and (ii) the Company may offer and sell shares of Common Stock or any Common Stock Equivalents in a privately negotiated transaction to vendors, service providers, strategic partners or potential strategic partners which are not issued for capital raising purposes and which are conducted in a manner so as not to be integrated with the offering of Shares hereby, and (iii) with as much notice as reasonably practicable, the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding; and provided, further, that the Company may issue shares of Common Stock or any Common Stock Equivalents pursuant to Section 3(a)(9) of the Act, so long as, prior to delivering any Sales Notice, they file a Current Report on Form 8-K for any material issuances pursuant to Section 3(a)(9) that are required to be disclosed.

Subsequent Equity Issuances. Neither the Company nor any Subsidiary will offer, sell, issue, contract to sell, contract to issue or otherwise dispose of, directly or indirectly, any other shares of Common Stock or any securities exercisable, exchangeable or convertible into Common Stock Equivalents (“Common Stock Equivalents”) (other than the Placement Shares) during the term of this Agreement period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Sales Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice without the prior written consent of the Manager (i) without giving the Manager at least three Business Days’ prior written notice specifying the nature of the proposed transaction and the date of such proposed transaction and (ii) unless the Manager suspends acting under this Agreement for such period of time requested by the Company or as deemed appropriate by the Manager in light of the proposed transactionAgent; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) the Company may issue and sell Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any employee stock option option, or benefits or incentive plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect at the Execution Time, and or hereafter implemented; (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company may offer available on EXXXX or otherwise in writing to the Agent, (iii) Common Stock, or securities convertible into or exercisable for Common Stock, offered and sell shares of Common Stock or any Common Stock Equivalents sold in a privately negotiated transaction to vendors, service providerscustomers, strategic partners or potential strategic partners which are not issued for capital raising purposes and which are or other investors conducted in a manner so as not to be integrated with the offering of Shares hereby, Common Stock hereby and (iiiiv) with as much notice as reasonably practicable, the Company may issue Common Stock issuable upon the conversion in connection with any acquisition, strategic investment or exercise of Common Stock Equivalents outstanding; and providedother similar transaction (including any joint venture, further, that the Company may issue shares of Common Stock strategic alliance or any Common Stock Equivalents pursuant to Section 3(a)(9) of the Act, so long as, prior to delivering any Sales Notice, they file a Current Report on Form 8-K for any material issuances pursuant to Section 3(a)(9) that are required to be disclosedpartnership).

Subsequent Equity Issuances. Neither the Company nor any Subsidiary will offer, sell, issue, contract to sell, contract to issue or otherwise dispose of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares) during the term of this Agreement without the prior written consent of the Manager (i) without giving the Manager at least three Business Days’ prior written notice specifying the nature of the proposed transaction and the date of such proposed transaction and (ii) unless the Manager suspends acting under this Agreement for such period of time requested by the Company or as deemed appropriate by the Manager in light of the proposed transaction; provided, however, that (i) the Company may (1) issue and sell Common Stock pursuant to any employee stock option incentive plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time, and (ii2) issue Common Stock Equivalents or Common Stock pursuant to any agreement of the Company may in effect at the Execution Time, (3) issue Common Stock Equivalents or Common Stock to suppliers or consultants or (4) offer and sell shares of Common Stock or any Common Stock Equivalents (A) in a privately negotiated transaction to vendors, service providers, strategic partners or potential strategic partners or (B) in connection with potential strategic business combination transactions, which in each case are not issued for capital raising purposes and which are conducted in a manner so as not to be integrated with the offering of Shares hereby, and (iii) with as much notice as reasonably practicable. For the avoidance of doubt, the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstandingoutstanding at the Execution Time, without any action or notice to the Manager; and provided, further, that the Company may issue shares of Common Stock or any Common Stock Equivalents pursuant to Section 3(a)(9) of the Act, so long as, prior to delivering any Sales Notice, they file a Current Report on Form 8-K for any material issuances pursuant to Section 3(a)(9) that are required to be disclosed.

Subsequent Equity Issuances. Neither the Company nor any Subsidiary will offer, sell, issue, contract to sell, contract to issue or otherwise dispose of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares) during the term of this Agreement without the prior written consent of the Manager (i) without giving the Manager at least three Business Days’ prior written notice specifying the nature of the proposed transaction and the date of such proposed transaction and (ii) unless the Manager suspends acting under this Agreement for such period of time requested by the Company or as deemed appropriate by the Manager in light of the proposed transaction; provided, however, that (i) the Company may issue and sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time, and (ii) the Company may offer and sell shares of Common Stock or any Common Stock Equivalents in a privately negotiated transaction to vendors, service providers, strategic partners or potential strategic partners which are not issued for capital raising purposes and which are conducted in a manner so as not to be integrated with the offering of Shares hereby, and (iii) with as much notice as reasonably practicable, the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstandingoutstanding at the Execution Time; and provided, further, that the Company may issue shares of Common Stock or any Common Stock Equivalents pursuant to Section 3(a)(9) of the Act, so long as, prior to delivering any Sales Notice, they file a Current Report on Form 8-K for any material issuances pursuant to Section 3(a)(9) that are required to be disclosed.

Subsequent Equity Issuances. Neither the Company nor any Subsidiary will offer, sell, issue, contract to sell, contract to issue or otherwise dispose of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares) during the term of this Agreement without the prior written consent of the Manager (i) without giving the Manager at least three two (2) Business Days’ prior written notice specifying the nature of the proposed transaction and the date of such proposed transaction and (ii) unless the Manager suspends acting under this Agreement for such period of time requested by the Company or as deemed appropriate by the Manager in light of the proposed transaction; provided, however, that that, without compliance with the foregoing obligation, the Company may (i) the Company may issue and sell Common Stock pursuant to any employee stock option equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time, and (ii) issue Common Stock issuable upon the Company may offer and sell shares conversion or exercise of Common Stock or any Equivalents outstanding at the Execution Time, (iii) issue Common Stock Equivalents or securities convertible into or exercisable for Common Stock that are offered and sold in a privately negotiated transaction transactions to vendors, service providerscustomers, strategic partners or potential strategic partners which or other investors and (iv) issue Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership), provided that such issuances are not issued made for capital raising purposes and which are conducted in a manner so as not to be integrated with the offering of Shares hereby, and (iii) with as much notice as reasonably practicable, the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding; and provided, further, that the Company may issue shares of Common Stock or any Common Stock Equivalents pursuant to Section 3(a)(9) of the Act, so long as, prior to delivering any Sales Notice, they file a Current Report on Form 8-K for any material issuances pursuant to Section 3(a)(9) that are required to be disclosed.

Subsequent Equity Issuances. Neither the Company nor any Subsidiary will offer, sell, issue, contract to sell, contract to issue or otherwise dispose of, directly or indirectly, any other shares of Common Stock or any securities exercisable, exchangeable or convertible into Common Stock Equivalents (“Common Stock Equivalents”) (other than the Placement Shares) during the term of this Agreement period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Sales Notice is delivered to the Sales Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice without the prior written consent of the Manager (i) without giving the Manager at least three Business Days’ prior written notice specifying the nature of the proposed transaction and the date of such proposed transaction and (ii) unless the Manager suspends acting under this Agreement for such period of time requested by the Company or as deemed appropriate by the Manager in light of the proposed transactionSales Agents; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) the Company may issue and sell Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any employee stock option option, or benefits or incentive plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect at the Execution Time, and or hereafter implemented; (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company may offer available on EXXXX or otherwise in writing to the Sales Agents, (iii) Common Stock, or securities convertible into or exercisable for Common Stock, offered and sell shares of Common Stock or any Common Stock Equivalents sold in a privately negotiated transaction to vendors, service providerscustomers, strategic partners or potential strategic partners which are not issued for capital raising purposes and which are or other investors conducted in a manner so as not to be integrated with the offering of Shares hereby, Common Stock hereby and (iiiiv) Common Stock in connection with as much notice as reasonably practicableany acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership). Any certificate signed by an officer of the Company may issue Common Stock issuable upon and delivered to the conversion Sales Agents or exercise of Common Stock Equivalents outstanding; and provided, further, that to counsel for the Company may issue shares of Common Stock or any Common Stock Equivalents Sales Agents pursuant to Section 3(a)(9) of the Act, so long as, prior to delivering any Sales Notice, they file a Current Report on Form 8-K for any material issuances pursuant to Section 3(a)(9) that are required or in connection with this Agreement shall be deemed to be discloseda representation and warranty by the Company, as applicable, to the Sales Agents as to the matters set forth therein.