Subsequent Financing. From the date hereof until the date that is the twenty four (24) month anniversary of the Effective Date, the Company shall use its commercially reasonable efforts to, prior to any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, or a combination of units thereof (a “Subsequent Financing”), provide each Purchaser with (x) written notice of the Subsequent Financing (including the contemplated terms and conditions of the Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected) and (y) the opportunity to consult reasonably with the Company with respect to the terms and conditions of such Subsequent Financing.
Subsequent Financing. The Note is intended to provide necessary bridge financing to the Company prior to an anticipated financing in the near future of an amount up to $1,752,000 which is expected to be structured as convertible preferred stock (the "Preferred Financing"). Upon the closing of the Preferred Financing, the Note shall automatically convert into the Preferred Financing."
Subsequent Financing. The letter of intent dated June 10, 2002 between the Company and Commonwealth Associates, L.P. with respect to a $8 to $12 million subordinated note financing shall be in full force and effect.
Subsequent Financing. Limitation on Registrations.
(a) From the date hereof through the ninetieth (90th) Trading Day following the Effective Date, the Company will not offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity equivalent securities (including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock) other than to the Purchasers.
(b) The Company shall not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its equity or equity-equivalent securities or securities of any of its Affiliates that are exchangeable or convertible (directly or indirectly) for shares of Common Stock, including the issuance of any debt or other instrument at any time over the life thereof convertible into or exchangeable for Common Stock (collectively, a "Subsequent Placement") from the date hereof until the expiration of the l80th Trading Day after the Effective Date, unless (A) the Company delivers to each of the Purchasers a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the tenth Trading Day after its receipt of the Subsequent Placement Notice of its willingness to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on the same terms set forth in the Subsequent Placement Notice. If the Purchasers shall fail to notify the Company of their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide the Purchasers with a second Subsequent Placement Notice, and the Purchasers shall ag...
Subsequent Financing. The Exercise Price per share may be adjusted, in Holder’s sole discretion, to equal 75% multiplied by the price per share in the next equity raise consummated by the Company.
Subsequent Financing. If, at any time prior to July 30, 2005, the Company shall issue any shares of Common Stock in a non-public capital raising transaction (a "Financing Transaction") at a price per share less than the Per Share Purchase Price, then each Purchaser shall be entitled to receive, in connection with the closing of the Financing Transaction, an additional number of shares of Common Stock (the "Adjustment Shares") determined by subtracting (i) the number of Shares received by such Purchaser pursuant to this Agreement at Closing, from (ii) the number of shares of Common Stock determined by dividing such Purchaser's aggregate Purchase Price paid at Closing by the per share purchase price in the Financing Transaction, rounded down to the nearest whole share; provided, however, that in no event shall an issuance be deemed to constitute a Financing Transaction if the primary purpose of such equity financing is not to raise equity capital; provided, further, that the issuance of any Adjustment Shares to any Purchaser in connection with the closing of a Financing Transaction shall be subject to the receipt of appropriate consents of and approvals by the Company's board of directors and shall be subject to the availability of an exemption from registration under the Securities Act. Notwithstanding anything in this Section 4.11 to the contrary, no Adjustment Shares shall be issuable, and no Purchaser shall be entitled to any Adjustment Shares, to the extent that as a result of said issuance in excess of 6,135,108 shares of Common Stock (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% Cap") would be issued pursuant to this Section 4.11. In such event, each Purchaser shall be entitled to receive the number of Additional Shares equal to such Purchaser's pro rata share of the 20% Cap (based upon its aggregate Purchase Price hereunder).
Subsequent Financing. Subject to Section 2 above, until the Repayment Amount has been paid in full, if and when Maker completes an offering (the “Subsequent Financing”) of (i) equity or equity-linked securities, or (ii) debt that is convertible into equity or in which there is an equity component (the “Additional Securities”), Maker shall offer participation in such Subsequent Financing to Holder in accordance with the following provisions:
A. At least three (3) trading days prior to, or within three (3) trading days after, the closing of the offering of Additional Securities, Maker shall deliver to Holder a written notice of such offering (the “Subsequent Financing Notice”), which Subsequent Financing Notice shall ask the Holder if it wants to review the details of such financing (the “Subsequent Financing Description”). Upon the request of Holder for a Subsequent Financing Description, Maker shall promptly, but no later than two (2) trading days after such request, deliver a Financing Description to Holder. The Financing Description shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person(s) with whom such Subsequent Financing is proposed to be effected (provided that the name of such Person(s) is available, and provided further that Holder agrees not to make or receive with contact such Person(s) except with Maker’s prior written consent in its sole discretion), and attached to which shall be a term sheet or similar document relating thereto.
B. By written notification received by Maker by 6:30 p.m. (New York City time) on the second (2nd) trading day after its receipt of the Subsequent Financing Notice, Holder may elect to purchase or obtain, at the price and on the terms specified in the Subsequent Financing Description, such number of Additional Securities as is equal to the then outstanding portion of the principal amount pursuant to this Note on the terms and conditions set forth in the Subsequent Financing Description, subject to mutually acceptable documentation; provided, that Holder shall pay for the Additional Securities by surrendering, and Maker shall receive payment by accepting such surrender, of the then outstanding principal balance of this Note. Upon the surrender of such principal amount as payment for Additional Securities, Maker (itself, or through its transfer agent) shall, no later than the third business day following such surrender, issue and deliver (i.e.,...
Subsequent Financing. Subsequent financing shall be consistent with the Proposal, and in the best interests of the Authority.
Subsequent Financing. For purposes of this Section 3, “Subsequent Financing” shall mean any private equity or private equity linked financing completed by the Corporation within twelve (12) months after the Closing Date; provided, however, that a Subsequent Financing shall not include:
(a) the Common Shares, Warrants and Warrant Shares issued pursuant to the terms and conditions of the Subscription Agreements;
(b) Common Shares, options or other rights to purchase Common Shares issued or granted to employees, officers, directors and consultants of the Corporation pursuant to one or more employee stock plans or agreements approved by the Board;
(c) securities issued or issuable to financial institutions or lessors in connection with real estate leases, commercial credit arrangements, equipment financings or similar transactions approved by the Board, including, but not limited to, equipment leases or bank lines of credit;
(d) securities issued as a dividend or distribution on, or in connection with a split of or recapitalization of, any of the capital stock of the Corporation;
(e) securities issued by the Corporation pursuant to strategic partnership, joint venture or other similar arrangements approved by the Board where the primary purpose of the arrangement is not to raise capital;
(f) securities issued pursuant to a registration statement filed by the Corporation under the U.S. Securities Act;
(g) securities issued by the Corporation pursuant to an acquisition of another corporation or other entity by the Corporation by merger, purchase of all or substantially all of the capital stock or assets, or other reorganization; or
(h) securities issued pursuant to currently outstanding options, warrants or other rights to acquire securities of the Corporation.
Subsequent Financing. If the Settlement occurs, the Company agrees to use its commercially reasonable efforts to raise at least $5.0 million of additional capital through the sale of equity or equity linked securities as soon as practicable following the Settlement Date and in any event on or before December 31, 2016.
