Common use of Subsequent Sales and Registrations Clause in Contracts

Subsequent Sales and Registrations. (a) Until 180 days after the date the Registration Statement is declared effective as stated in an agreement between Xxxx Xxxx XxXxxxx Clearing Corporation ("XXXX XXXX") and the Corporation (the "LOCK-UP LETTER"), the Corporation shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its equity or equity-equivalent securities or any instrument that permits the holder thereof to acquire Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or instrument and, if such security or instrument contains a conversion feature, at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrument, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Corporation (including any stock options plans which are restated after the date hereof), (ii) shares issued upon exercise of any currently outstanding warrants disclosed in SCHEDULE 2.1(c)(i), and (iii) shares of Common Stock issued upon conversion or redemption of the Securities. (b) Other than Underlying Shares and other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, the Corporation shall not, for a period of not less than 90 Trading Days (as defined in the Certificate of Designation) after the dates that any registration statement relating to the Stock is declared effective by the SEC, without the prior written consent of the Purchasers, (i) file with the SEC to register for resale any securities of the Corporation, except for any shares owned by Xxxx Xxxx or its assigns and as set forth on SCHEDULE 2.1(s), or (ii) issue or sell any of its equity or equity-equivalent securities except for (A) securities issued upon the exercise, conversion or redemption of the securities set forth on SCHEDULE 2.1(c)(i) or (B) securities sold pursuant to the Corporation's employee benefit plans. Any day that any Purchaser is unable to sell Underlying Shares under the Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Subsequent Sales and Registrations. (a) Until 180 days after such time as all of the date Convertible Securities have been converted into Common Stock or have been redeemed pursuant to the Registration Statement is declared effective as stated in an agreement between Xxxx Xxxx XxXxxxx Clearing Corporation ("XXXX XXXX") and Debentures or the Corporation (the "LOCK-UP LETTER")Certificate of Designation, the Corporation Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or any instrument that permits the holder thereof to acquire Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or instrument and, if such security or instrument contains a conversion feature, at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrumentStock, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Corporation (including any stock options plans which are restated after the date hereof)Company, (ii) shares issued upon exercise of any currently outstanding warrants disclosed in SCHEDULE Schedule 2.1(c)(i), and (iii) shares of Common Stock issued upon conversion or redemption of the SecuritiesConvertible Securities or upon exercise of the Warrants. (b) Other than Underlying Shares, Warrant Shares and other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, the Corporation Company shall not, for a period of not less than 90 Trading Days (as defined in the Certificate of DesignationDebentures) after the dates that any registration statement relating to the Stock Securities is declared effective by the SECCommission, without the prior written consent of the Purchasers, (i) file with the SEC to register for resale any securities of the CorporationCompany, except for any shares owned by Xxxx Xxxx or its assigns and as set forth on SCHEDULE Schedule 2.1(s), or (ii) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities except for (A) securities issued upon the exercise, exercise or conversion or redemption of the securities set forth on SCHEDULE Schedule 2.1(c)(i) or (B) securities sold pursuant to the CorporationCompany's employee benefit plans. Any day days that any Purchaser is unable to sell Underlying Shares or Warrant Shares under the Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Subsequent Sales and Registrations. (a) Until 180 days after such a time that all of the date the Registration Statement is declared effective as stated in an agreement between Xxxx Xxxx XxXxxxx Clearing Corporation ("XXXX XXXX") and the Corporation (the "LOCK-UP LETTER")Shares have been converted into shares of Common Stock or have been redeemed, the Corporation Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its equity or convertible debt, preferred stock, equity-equivalent securities or any instrument that permits the holder thereof to acquire Common Stock at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrument and, if such security or instrument contains a conversion feature, at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrument$4.00, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Corporation (including any stock options plans which are restated after the date hereof)Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible preferred stock in each case disclosed in SCHEDULE 2.1(c)(iSchedule 2.1(c), and (iii) shares of Common Stock issued upon conversion or redemption of Shares, and (iv) shares of Common Stock issued in connection with the Securitiestransactions described on Schedule 3.13. (b) Other than Underlying Shares and other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, the Corporation Company shall not, for a period of not less than 90 Trading Days (as defined in the Certificate of Designation) after the dates that any registration statement relating to the Stock Securities is declared effective by the SECCommission, without the prior written consent of the Purchasers, (i) file with the SEC to register for resale any securities of the Corporation, except for any shares owned by Xxxx Xxxx or its assigns and as set forth on SCHEDULE 2.1(s)Company, or (ii) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities except for (A) securities issued upon the exercise, exercise or conversion or redemption of the securities set forth on SCHEDULE 2.1(c)(iSchedule 2.1(c) or (B) securities sold pursuant to the CorporationCompany's employee benefit plans. Any day days that any Purchaser is unable to sell Underlying Shares under the Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Subsequent Sales and Registrations. (a) Until the later of (i) 180 days after the date Subsequent Closing, or if there is no Subsequent Closing Date, after the Registration Statement is declared Initial Closing Date and (ii) 60 days after all Underlying Shares and Warrant Shares have been registered under the Securities Act pursuant to an effective as stated in an agreement between Xxxx Xxxx XxXxxxx Clearing Corporation ("XXXX XXXX") and the Corporation (the "LOCK-UP LETTER")registration statement, the Corporation Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or any instrument that permits the holder thereof to acquire Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or instrument and, if such security or instrument contains a conversion feature, at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrument, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Corporation Company (including any stock options plans which are restated after the date hereof), (ii) shares issued upon exercise of any currently outstanding warrants disclosed in SCHEDULE Schedule 2.1(c)(i), and (iii) shares of Common Stock issued upon conversion of Debentures or redemption upon exercise of the SecuritiesWarrants. (b) Other than Underlying Shares, Warrant Shares and other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, the Corporation Company shall not, for a period of not less than 90 Trading Days (as defined in the Certificate of DesignationDebentures) after the dates that any registration statement relating to the Stock Securities is declared effective by the SECCommission, without the prior written consent of the Purchasers, (i) file with the SEC to register for resale any securities of the CorporationCompany, except for any shares owned by Xxxx Xxxx or its assigns and as set forth on SCHEDULE 2.1(sSchedule 2.1(r), or (ii) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities except for (A) securities issued upon the exercise, exercise or conversion or redemption of the securities set forth on SCHEDULE Schedule 2.1(c)(i) or (B) securities sold pursuant to the CorporationCompany's employee benefit plans. Any day days that any Purchaser is unable to sell Underlying Shares or Warrant Shares under the Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Subsequent Sales and Registrations. (a) Until the later of (i) 180 days after the date Optional Closing Date, or if there is no Optional Closing Date, after the Registration Statement is declared Third Closing Date and (ii) 60 days after all Underlying Shares and Warrant Shares have been registered under the Securities Act pursuant to an effective as stated in an agreement between Xxxx Xxxx XxXxxxx Clearing Corporation ("XXXX XXXX") and the Corporation (the "LOCK-UP LETTER")registration statement, the Corporation Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or any instrument that permits the holder thereof to acquire Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or instrument and, if such security or instrument contains a conversion feature, at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrument, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Corporation Company (including any stock options plans which are restated after the date hereof), (ii) shares issued upon exercise of any currently outstanding warrants disclosed in SCHEDULE Schedule 2.1(c)(i), and (iii) shares of Common Stock issued upon conversion of Debentures or redemption upon exercise of the SecuritiesWarrants. (b) Other than Underlying Shares, Warrant Shares and other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, the Corporation Company shall not, for a period of not less than 90 Trading Days (as defined in the Certificate of DesignationDebentures) after the dates that any registration statement relating to the Stock Securities is declared effective by the SECCommission, without the prior written consent of the Purchasers, (i) file with the SEC to register for resale any securities of the CorporationCompany, except for any shares owned by Xxxx Xxxx or its assigns and as set forth on SCHEDULE 2.1(sSchedule 2.1(r), or (ii) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities except for (A) securities issued upon the exercise, exercise or conversion or redemption of the securities set forth on SCHEDULE Schedule 2.1(c)(i) or (B) securities sold pursuant to the CorporationCompany's employee benefit plans. Any day days that any Purchaser is unable to sell Underlying Shares or Warrant Shares under the Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Subsequent Sales and Registrations. (a) Until the later of (i) 180 days after the date Closing Date and (ii) 60 days after all Underlying Shares and Warrant Shares have been registered under the Registration Statement is declared Securities Act pursuant to an effective as stated in an agreement between Xxxx Xxxx XxXxxxx Clearing Corporation ("XXXX XXXX") and the Corporation (the "LOCK-UP LETTER")registration statement, the Corporation Company shall not, directly or indirectly, without the prior written consent of 66 2/3% of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or any instrument that permits the holder thereof to acquire Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or instrument and, if such security or instrument contains a conversion feature, at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrumentStock, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Corporation (including any stock options plans which are restated after the date hereof)Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible preferred stock in each case disclosed in SCHEDULE 2.1(c)(iSchedule 2.1(c), and (iii) shares of Common Stock issued upon conversion of Shares or redemption upon exercise of the SecuritiesWarrants, and (iv) shares of Common Stock issued in connection with the transactions described on Schedule 3.13. (b) Other than Underlying Shares, Warrant Shares and other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, the Corporation Company shall not, for a period of not less than 90 Trading Days (as defined in the Certificate of Designation) after the dates that any registration statement relating to the Stock Securities is declared effective by the SECCommission, without the prior written consent of 66 2/3% of the Purchasers, (i) file with the SEC to register for resale any securities of the Corporation, except for any shares owned by Xxxx Xxxx or its assigns and as set forth on SCHEDULE 2.1(s)Company, or (ii) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities except for (A) securities issued upon the exercise, exercise or conversion or redemption of the securities set forth on SCHEDULE 2.1(c)(iSchedule 2.1(c) or (B) securities sold pursuant to the CorporationCompany's employee benefit plans. Any day days that any Purchaser is unable to sell Underlying Shares or Warrant Shares under the Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Subsequent Sales and Registrations. (a) Until the later of (i) 180 days after the date Third Closing Date and (ii) 60 days after all Underlying Shares and Warrant Shares have been registered under the Registration Statement is declared Securities Act pursuant to an effective as stated in an agreement between Xxxx Xxxx XxXxxxx Clearing Corporation ("XXXX XXXX") and the Corporation (the "LOCK-UP LETTER")registration statement, the Corporation Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or any instrument that permits the holder thereof to acquire Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or instrument and, if such security or instrument contains a conversion feature, at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrumentStock, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Corporation (including any stock options plans which are restated after the date hereof)Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible preferred stock in each case disclosed in SCHEDULE 2.1(c)(iSchedule 2.1(c), and (iii) shares of Common Stock issued upon conversion of Shares or redemption upon exercise of the SecuritiesWarrants, and (iv) shares of Common Stock issued in connection with the transactions described on Schedule 3.13. (b) Other than Underlying Shares, Warrant Shares and other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, the Corporation Company shall not, for a period of not less than 90 Trading Days (as defined in the Certificate of Designation) after the dates that any registration statement relating to the Stock Securities is declared effective by the SECCommission, without the prior written consent of the Purchasers, (i) file with the SEC to register for resale any securities of the Corporation, except for any shares owned by Xxxx Xxxx or its assigns and as set forth on SCHEDULE 2.1(s)Company, or (ii) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities except for (A) securities issued upon the exercise, exercise or conversion or redemption of the securities set forth on SCHEDULE 2.1(c)(iSchedule 2.1(c) or (B) securities sold pursuant to the CorporationCompany's employee benefit plans. Any day days that any Purchaser is unable to sell Underlying Shares or Warrant Shares under the Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.

Subsequent Sales and Registrations. (a) Until the later of (i) 180 days after the date Closing Date and (ii) 60 days after all Underlying Shares have been registered under the Registration Statement is declared Securities Act pursuant to an effective as stated in an agreement between Xxxx Xxxx XxXxxxx Clearing Corporation ("XXXX XXXX") and the Corporation (the "LOCK-UP LETTER")registration statement, the Corporation Company shall not, directly or indirectly, without the prior written consent of the PurchasersPurchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or any instrument that permits the holder thereof to acquire Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or instrument and, if such security or instrument contains a conversion feature, at a conversion price that is less than the market price of the Common Stock at the time of issuance of such security or instrument, except (i) the granting of options or warrants to employees, officers, directors officers and consultantsdirectors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Corporation Company (including any stock options plans which are restated after the date hereof), (ii) shares issued upon exercise of any currently outstanding warrants disclosed in SCHEDULE Schedule 2.1(c)(i), and (iii) shares of Common Stock issued upon conversion or redemption of the SecuritiesDebentures. (b) Other than Underlying Shares and other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered in accordance with the Registration Rights Agreement, the Corporation Company shall not, for a period of not less than 90 Trading Days (as defined in the Certificate of DesignationDebentures) after the dates that any registration statement relating to the Stock Securities is declared effective by the SECCommission, without the prior written consent of the PurchasersPurchaser, (i) file with the SEC to register for resale any securities of the Corporation, except for any shares owned by Xxxx Xxxx or its assigns and as set forth on SCHEDULE 2.1(s), or (ii) issue or sell any of its Affiliates' equity or equity-equivalent securities securities, except for (A) securities issued upon the exercise, conversion or redemption of the securities set forth on SCHEDULE 2.1(c)(i) or (B) securities sold pursuant to the CorporationCompany's employee benefit plans. Any day days that any the Purchaser is unable to sell Underlying Shares under the Registration Statement shall be added to such 90 Trading Day period for the purposes of (i) and (ii) above.