Additional Equity Capital; Right of First Offer. Subject to the ----------------------------------------------- exceptions described below, the Company will not, without the prior written consent of a majority-in-interest of the Buyers, negotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component, during the period (the "Lock-up Period") beginning on the Closing Date with respect to the First Closing and ending one hundred eighty- five (185) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (subject to extension for any days in which sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot be made pursuant to the Registration Statement (as defined in the Registration Rights Agreement) occurring after the date on which such Registration Statement is first declared effective by the SEC). In addition, subject to the exceptions described below, the Company will not conduct any equity financing (including debt with an equity component) ("Future Offerings") during the period beginning on the Closing Date and ending one hundred eighty (180) days after the end of the Lock-Up Period (subject to extension for any days in which sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement occurring after the date on which such Registration Statement is first declared effective by the SEC) unless it shall have first delivered to each Buyer written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing each Buyer an option during the ten (10) Trading Day (as defined in the Certificate of Designation) period following delivery of such notice to submit a term sheet to the Company specifying the terms (the "Proposed Terms") on which it would purchase its pro rata share (based on the ratio that the number of Preferred Shares purchased by it hereunder bears to the aggregate number of Preferred Shares purchased hereunder) of the dollar amount of securities being offered in the Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Capital Raising Limitations"). In the event the Proposed Terms are equivalent or better than the terms described in the Future Offering, the Company will be required to commence the offerin...
Additional Equity Capital; Right of First Offer. The Company and SJP agree that during the period beginning on the date hereof and ending on the date which is 180 days following the Closing Date (the "Lock-Up Period"), the Company will not obtain additional financing in which any equity or equity- linked securities are issued (including any debt financing with an equity component) ("Future Offerings") without first obtaining the written consent of the Purchaser. In addition, during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, the Company will not conduct a future offering unless it shall have first delivered to Purchaser, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitation referred to in this Section 5(n) is referred to as the "Capital Raising Limitation"). The Capital Raising Limitation shall not apply to any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company. The Capital Raising Limitation also shall not apply to (i) the issuance of securities pursuant to an underwritten public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any duly authorized Company stock option or restricted stock plan for the benefit of the Company's employees or directors.
Additional Equity Capital; Right of First Offer. The Company agrees that the Company will not, other than a Permitted Transaction (as defined below), without the prior written consent of the Purchaser (or its designated agent) offer or contract with any party to obtain additional equity financing (including any debt financing with an equity component) ("FUTURE OFFERINGS") in any form which provide for registration rights or public resale rights during the period beginning on the date hereof and ending 180 days after the date hereof (the "LOCK-UP PERIOD"). In addition, the Company will not, other than a Permitted Transaction, conduct any offering or sale or enter into any agreement to conduct a sale of any of its Common Stock or securities which are convertible into or exchangeable or exercisable for Common Stock based on a sales, conversion, exchange or exercise price calculated as a discount of greater than fifteen percent (15%) to the trading price of the Common Stock during a specified period (a "DISCOUNT OFFERING"), unless it shall have first delivered to the Purchaser at least five (5) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing each Purchaser and its affiliates, an option during the five (5) business day period following delivery of such notice to purchase the securities being offered in the Discount Offering on the same terms as contemplated by such Discount Offering; PROVIDED, HOWEVER, such limitations shall not apply to the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof and set forth on Schedule 3(c) hereto. "PERMITTED TRANSACTION" shall mean the offer or sale or entering into an agreement to conduct a sale of Common Stock based on a sales price calculated as a discount of not more than twenty-five percent (25%) to the trading price of the Common Stock (or without such a discount) during a specified period for a purchase price of not more than Two Million Dollars ($2,000,000)
Additional Equity Capital; Right of First Offer. The Company agrees that during the period beginning on the date hereof and ending 180 days following the effective date of the Registration Statement required to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement (the "Lock-Up Period"), the Company will not, without the prior written consent of Purchasers (or their designated agents) holding at least a majority-in-interest of the then outstanding Preferred Shares, which consent shall not be unreasonably withheld, contract with any party to obtain additional equity financing (including any debt financing with an equity component) (as defined below) ("Future Offerings"). In addition, the Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, unless it shall have first delivered to each Purchaser at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing each Purchaser and its affiliates, an option during the ten (10) business day period following delivery of such notice
Additional Equity Capital; Right of First Offer. The Company agrees that during the period beginning on the date hereof and ending on, and including, the earlier of (i) May 19, 1997 or (ii) the date on which seventy-five percent (75%) of the Series C Preferred Shares initially issued pursuant to this Agreement shall have been converted into Common Stock by the Buyers, the Company will not, without the prior written consent of the Buyers holding
Additional Equity Capital; Right of First Offer. The Company agrees that during the period beginning on the date of the First Closing and ending one hundred and eighty (180) days following the First Closing (the "Lock-Up Period"), the Company will not, without the prior written consent of SFG, contract with any party to obtain additional equity financing (including debt financing with an equity component) in any form having common stock registration rights and/or public resale rights effective within 270 days of the date of the First Closing ("Future Offerings"). In addition, the Company will not conduct any Future Offering during the period beginning on the first day immediately after the conclusion of the Lock-Up Period and ending 270 days thereafter unless it shall have first delivered to each Purchaser at least five (5) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing each Purchaser and its affiliates, an option during the five (5) business day period following delivery of such notice to purchase all or any portion of such Purchaser's Applicable Percentage (as defined below) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this and the immediately preceding sentence are collectively referred to as the "Capital Raising Limitations"). The Capital Raising Limitations shall not apply to any commercial bank loan or the issuance of securities in connection with a strategic merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture, or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors. The Capital Raising Limitations also shall not apply to (i) the issuance of securities pursuant to an underwritten public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees, directors or consultants. For purposes of this Section 4(e), "Applicable Percentage" at any time with respect to any Purchaser shall mean the percentage obtaine...
Additional Equity Capital; Right of First Offer. The Company agrees that, during the period from the Closing Date through May 5, 1998, the Company will not issue or agree to issue any securities that are convertible into or exercisable or exchangeable for, directly or indirectly, Common Stock if such securities provide for a conversion, exercise or exchange price less than the market price for the Common Stock on the date of such conversion, exercise or exchange (the "Capital Raising Limitation"). The Capital Raising Limitation will not apply to (i) an offering that is registered under the Securities Act, (ii) any transaction involving the issuance of securities in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture formed for a bona fide commercial purpose (the primary purpose of which is not to raise equity capital), (iii) the granting of options, warrants or other rights to acquire Common Stock to employees, consultants or directors of the Company not in connection with a public or private offering of securities, or the exercise thereof by any such individual or (iv) granting of options or warrants in connection with the sale and issuance of up to $25 million of Common Stock to an institutional investor on or before January 1, 1998.
Additional Equity Capital; Right of First Offer. The Company agrees that during
Additional Equity Capital; Right of First Offer i. The Company agrees that during the period beginning on the date hereof and ending on the date which is 180 days following the Initial Closing Date (the "LOCK-UP PERIOD"), the Company will not, without the prior written consent of HCM, contract with any party to obtain additional financing in which any equity or equity-linked securities of the Company or a subsidiary of the Company are issued (including any debt financing with an equity component) ("FUTURE OFFERINGS"). Notwithstanding the foregoing, at any time during the Lock-Up Period, the Company may conduct a Future Offering (subject to the Purchasers' rights set forth in Section 4(j)(ii) below) so long as (i) in such Future Offering, the Company does not issue (A) any shares of Common Stock or securities exercisable or exchangeable for or convertible into shares of Common Stock (collectively, "CONVERTIBLE SECURITIES") at a price per share of Common Stock which is (I) less than the average Closing Price during the five (5) Trading Days ending on the Trading Day immediately preceding the date of issuance of such Common Stock or Convertible Securities or (II) subject to any future adjustments or resets; (B) any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio, or other comparable pricing mechanism and (ii) the Company does not grant to the investors in such Future Offering any common stock registration rights and/or public resale rights which are exercisable within one (1) year of the closing of such Future Offering.
Additional Equity Capital; Right of First Offer. The Company agrees from the date of this Agreement until the earlier of (i) five (5) years from the date of this Agreement or (ii) such time as the Purchasers no longer own any Preferred Shares or Common Stock (the "LOCK-UP PERIOD"), the Company will not, without the prior written consent of Purchasers (or their designated agents) holding at least a majority-in-interest of the then outstanding Preferred Shares, which consent shall not be unreasonably withheld, contract with any party to obtain additional equity financing (including any debt financing with an equity component) (as defined below) ("FUTURE OFFERINGS"). For purposes of determining the majority-in-interest under this subsection (p), the holders of outstanding Conversion Shares shall be deemed to hold the number of Preferred Shares that were converted to such Conversion Shares. In addition, the Company will not conduct any Future Offering during the Lock-Up Period, unless it shall have first delivered to each Purchaser at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing each Purchaser and its affiliates, an option during the ten (10) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) of the securities being offered in the
