BLACKOUT SHARES. In the event that, (a) within fifteen (15) Trading Days following any Closing Date, the Company gives a Blackout Notice to Investor of a Blackout Period in accordance with the Registration Rights Agreement, and (b) the Bid Price on the Trading Day immediately preceding such Blackout Period ("OLD BID PRICE") is greater than the Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement ("NEW BID PRICE"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the "BLACKOUT SHARES") equal to the difference between (i) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date(the "REMAINING PUT SHARES") multiplied by the Old Bid Price, divided by the New Bid Price, and (ii) the Remaining Put Shares.
BLACKOUT SHARES. The Company shall deliver any Blackout Amount or issue and deliver any Blackout Shares to the Investor in accordance with Section 1(e) of the Registration Rights Agreement.
BLACKOUT SHARES. (a) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company delivers a Blackout Notice to the Investor, the Investor shall not offer or sell any Put Shares, Warrant Shares, or Blackout Shares (as defined below), or engage in any other transaction involving or relating the such shares, from the time of the Blackout Notice until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (such period, a “Blackout Period”).
BLACKOUT SHARES. In the event that, (a) within five (5) Trading Days following any Closing Date, the Company gives a Blackout Notice to the Investor of a Blackout Period in accordance with the Registration Rights Agreement, and (b) the Bid Price on the Trading Day immediately preceding such Blackout Period ("Old Bid Price") is greater than the Bid Price on the first Trading Day following such Blackout Period that the Investor may sell its Registrable Securities pursuant to an effective Registration Statement ("New Bid Price"), then the Company shall issue to the Investor the number of additional shares of Registrable Securities (the "Blackout Shares") equal to the difference between (X) the product of the number of Registrable Securities held by Investor immediately prior to the Blackout Period multiplied by the Old Bid Price, divided by the New Bid Price, and (Y) the number of Registrable Securities held by Investor immediately prior to the Blackout Period.
BLACKOUT SHARES. In the event that, (a) within five Trading --------------- Days of any Closing Date, the Company gives notice ("Blackout Notice") to the Investor of an impending blackout period ("Blackout Period") in accordance with Section 1.1(f) of the Registration Rights Agreement, and (b) the Bid Price on the Trading Day immediately preceding such Blackout Period ("Old Bid Price") is greater than the Bid Price on the first Trading Day following such Blackout Period" that the Investor may sell its Registrable Securities pursuant to an effective Registration Statement ("New Bid Price"), then the Company shall issue to the Investor a number of additional shares of Registrable Securities (the Blackout Shares") equal to the difference between (X) the product of the number of Registrable Securities held by Investor immediately prior to the Blackout Period" multiplied by the Old Bid Price, divided by the New Bid Price and (Y) the number of Registrable Securities held by Investor immediately prior to the Blackout Period."
BLACKOUT SHARES. The Company shall issue and deliver any Blackout Shares, if any, to the Investor in accordance with Section 1(e) of the Registration Rights Agreement.
BLACKOUT SHARES. 8 Section 2.7 Liquidated Damages . . . . . . . . . . . . 9
BLACKOUT SHARES. In the event that, (a) within fifteen (15) Trading Days following any Closing Date, the Company gives a Blackout Notice to Investor of a Blackout Period in accordance with the Registration Rights Agreement, and (b) the Bid Price on the Trading Day immediately preceding such Blackout Period (“Old Bid Price”) is greater than the Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement (“New Bid Price”), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the “Blackout Shares”) equal to the difference between (i) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date (the “Remaining Put Shares”) multiplied by the Old Bid Price, divided by the New Bid Price, and (ii) the Remaining Put Shares.
BLACKOUT SHARES. In the event that, (a) within fifteen (15) Trading Days following any Closing Date, the Company gives a Blackout Notice to Investor of a Blackout Period as defined in, and in accordance with the Registration Rights Agreement, and (b) the Bid Price on the Trading Day immediately preceding such Blackout Period ("OLD BID PRICE") is greater than the Bid Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement ("NEW BID PRICE"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the "BLACKOUT SHARES") equal to the difference between (i) the product of (a) the number of Put Shares held by Investor immediately prior to the Blackout Period that were issued on the most recent Closing Date(the "REMAINING PUT SHARES")times the Old Bid Price, divided by (b) the New Bid Price, and (ii) the Remaining Put Shares. [Notwithstanding the foregoing, the Company shall be under no obligation to issue Blackout Shares to the extent that the number of Put Shares and Blackout Shares issued pursuant to this Agreement shall exceed the result of the total Investment Amount invested by the Investor pursuant to this Agreement divided by the current par value of the Common Stock. The Company and the Investor covenant and agree that the Investment Amount is the consideration paid for the Put Shares and the Blackout Shares. The Company covenants and agrees that it will not without the prior written consent of the Investor increase the par value of its Common Stock until 90 days after the end of the Commitment Period.
BLACKOUT SHARES. In the event that, (a) within twenty (20) Trading Days following any Conversion Date, the Company gives a Blackout Notice to Investor of a Blackout Period in accordance with the Registration Rights Agreement, and (b) the Conversion Price on the Trading Day immediately preceding such Blackout Period ("OLD CONVERSION PRICE") is greater than the Conversion Price on the first Trading Day following such Blackout Period that Investor may sell its Registrable Securities pursuant to an effective Registration Statement ("NEW BID PRICE"), then the Company shall issue to Investor the number of additional shares of Registrable Securities (the "BLACKOUT SHARES") equal to the difference between (i) the product of the number of Put Shares held by Investor immediately prior to the Blackout Period ("REMAINING PUT SHARES") multiplied by the Old Conversion Price, divided by the New Conversion Price, and (ii) the Remaining Put Shares.
