Subsequent Placement. For so long as any Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Subsequent Placement (as defined above) if the effect of such Subsequent Placement is to cause the Company to be required to issue upon conversion of any Notes any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market.
Subsequent Placement. A. Courses taken by teachers for purposes of an increased step on the salary schedule must be courses in education directly related to the teaching assignment or potential teaching assignment of the teacher. Proposals for such courses must be submitted to the Superintendent for approval.
B. Course credit used for salary purposes must be from an institution of higher education accredited by an agency recognized by the United States Department of Education or approved by the Superintendent.
Subsequent Placement. Whenever a placement change occurs, the Case Manager will provide to the new Resource Provider an updated version of CD-264 and a copy of all Monthly Medical Logs (CD-265) for the Child’s prior xxxxxx care placements. This information will be made available at the time of placement, but no later than 72 hours following placement. This history shall include all information gathered and provided at the time of initial placement and all additional information maintained by the previous Resource Provider (including information that has been provided to the Case Manager).
Subsequent Placement. (1) Courses that teachers take for the purposes of an increased step on the salary schedule shall be courses in:
(i) education;
(ii) content area;
(iii) related to education; and/or
(iv) District program priorities
(2) All courses shall be related to the teaching assignment or potential teaching assignment of the teacher.
(3) Course credit used for salary purposes shall be:
(i) from the University of Alaska, or
(ii) from an institution authorized to operate in the state by the Alaska Commission of Post-Secondary Education, or
(iii) at an accredited institution of higher education.
(4) Proposals for such courses shall be submitted to the Superintendent for prior approval. Such approval shall be based on the criteria in (1) – (3) of this subsection. A teacher shall request approval of a multiyear plan to take courses.
Subsequent Placement. As long as any portion of the Note is outstanding, the Company shall not issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or make any announcement in connection with any of the foregoing) any equity security or any equity-linked or related security (including, without limitation, any "equity security" (as that term is defined under Rule 405 promulgated under the Securities Act)), or any Convertible Securities (a "Subsequent Placement"), without the prior written consent of the Investor, except to the extent allowed under existing agreements of the Company. Further, the Company may effect a Subsequent Placement if and only if proceeds used from such Subsequent Placement are used to redeem all outstanding amounts under the Note pursuant to Section 9 of the Note.
Subsequent Placement. A “Subsequent Placement” shall mean the issuance, sale or exchange of (1) any shares of Common Stock, (2) any other equity security of the Company, including without limitation shares of preferred stock, (3) any other security of the Company which by its terms is convertible into or exchangeable or exercisable for any equity security of the Company, or (4) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such security described in the foregoing clauses (1) through (3); provided, however, that a Subsequent Placement shall not be deemed to include any (i) securities acquired under this Agreement, including upon the exercise of Warrants; (ii) securities issued or acquired pursuant to the 2006 Securities Exchange Agreement, including upon the conversion of Debentures or exercise of any warrants issued thereunder; (iii) securities issued upon conversion of the Debentures or exercise of warrants to purchase Common Stock issued pursuant to the Securities Purchase Agreement dated December 20, 2004 between the Company and the investors named therein; (iv) shares of Common Stock issuable or issued to (x) employees, consultants or directors from time to time either directly or upon the exercise of options, in such case granted or to be granted by the Board of Directors, pursuant to one or more stock option plans or restricted stock plans or stock purchase plans in effect as of the Closing Date or approved by the Board of Directors including a majority of the independent members of the Board of Directors, or (y) vendors pursuant to warrants to purchase Common Stock that are outstanding on the date hereof or issued hereafter, provided such issuances are approved by the Board of Directors and (z) up to an aggregate of 489,080 shares of Common Stock issuable upon the achievement of certain revenue milestones pursuant to the Asset Purchase Agreement dated as of July 3, 2003 by and among Bookham Technology plc, Bookham Technology, Inc. and Cierra Photonics, Inc. and the Agreement and Plan of Merger dated as of September 24 2003 by and among Ixxxxx Optics, Inc., Bookham Technology plc, Bookham Technology, Inc. and Ixxxxx Acquisition Corp.; (v) any borrowings, direct or indirect, from financial institutions by the Company that are approved by the Board of Directors, including any type of loan or payment evidenced by any type of Debt instrument, provided the value of the equity portion of any such borrowings, including warrants, options o...
Subsequent Placement. A. Courses taken by teachers for purposes of an increased step on the salary schedule must be courses in education directly related to the teaching assignment or potential teaching assignment of the teacher. Proposals for such courses must be submitted to the Superintendent for approval.
B. Course credit used for salary purposes must be:
I. From the University of Alaska, or
II. From an institution authorized to operate in the State by the Alaska Commission on Post-Secondary Education, or
III. From an institution of higher education accredited by the Northwest ASSOCIATION of Secondary and Higher Schools or its counterpart in other regions in which the courses of study and participation have taken place fully outside the state.
Subsequent Placement. For so long as any Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Subsequent Placement if the effect of such Subsequent Placement is to cause the Company to be required to issue upon exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.
Subsequent Placement. If the Company uses commercially reasonable efforts to secure another rig, then within 45 days following November 9, 2007, upon a closing day to be mutually agreed between the parties (the “Subsequent Closing Date”), the Subsequent Purchasers will purchase an aggregate of up to $15,000,000 of additional Common Shares (the “Subsequent Shares”) at the Common Share Price (the “Subsequent Placement”). Subject to the terms and conditions of this Agreement, in the event of a Subsequent Placement, the Company hereby agrees to issue and sell to each Subsequent Purchaser, and each Subsequent Purchaser hereby agrees, severally and not jointly, to purchase from the Company, the number of Common Shares set forth opposite its name on Schedule 2.4 to reflect the Subsequent Placement. Each of the parties hereto agree to be bound by such Schedule 2.4. Each undersigned Purchaser agrees be bound to the terms of the Agreement as amended by this First Amendment. In the event of a Subsequent Placement, each Subsequent Purchaser agrees to pay the Company the Commitment Amount as set forth in Schedule 2.4.
6. Schedule 2.4 in the form attached hereto is hereby added to the Agreement.
7. The first sentence of ARTICLE III is hereby deleted and replaced by the following in its entirety: The Company represents and warrants to the Initial Purchasers, on and as of the Closing Date, and to the Subsequent Purchasers, on and as of the Subsequent Closing Date (if applicable), as follows:
8. The first sentence of ARTICLE IV is hereby deleted and replaced by the following in its entirety: Each Initial Purchaser, severally and not jointly, represents and warrants to the Company with respect to itself, on and as of the date of the Closing Date, and each Subsequent Purchaser, several and not jointly, represents and warrants to the Company with respect to itself, on and as of the Subsequent Closing Date (if applicable), as follows:
9. The following is hereby added to the Agreement as Section 6.3:
Subsequent Placement. If, but only if, the Company consummates a Subsequent Placement on or prior to July 1, 2009, in which (i) only shares of Common Stock (and no other Equivalents (as defined in the Purchase Agreement)) are issued by the Company; (ii) the purchase price for each share of Common Stock so issued is greater than or equal to $0.25 (as adjusted for stock splits, combinations and the like occurring from and after the date hereof); (iii) the aggregate gross proceeds to the Company (including, without limitation, all future gross proceeds receivable, directly or indirectly, by the Company in connection therewith) are equal to or less than $5,000,000; and (iv) Xxxxxx & Xxxxxxx, LLC acts as the sole placement agent, then, and only then, the Holder hereby agrees that the number of shares of Common Stock issuable upon exercise of the Warrants shall not be increased solely as a result of the reduction of the exercise prices of the Warrants that will occur pursuant to the anti-dilution provisions of the Warrants as a result of such Subsequent Placement.
