Certain Future Financings and Related Actions. The Company will not sell, offer to sell, solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) that is or could be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act.
Certain Future Financings and Related Actions. Without the prior consent of the Investor, the Company shall not cause the Offering to be integrated with prior offerings by the Company in a manner that would require the registration under the Securities Act of the sale of the Shares to the Investor or in a manner that would require stockholder approval of the sale of the Shares to the Investor.
Certain Future Financings and Related Actions. (1) The Company shall not issue any equity securities or securities convertible into, exchangeable for or otherwise entitling the holder to acquire, any equity securities of the Company which would, for purposes of Section 4460(i)(1)(D) of the rules of the NASD (or any successor or replacement provision thereof), be integrated with the sale of the Note and the issuance of Shares upon conversion of, or in payment of interest on, the Note.
Certain Future Financings and Related Actions. Commencing on the date hereof and for a period of one hundred and twenty (120) days following the effective date of the Shelf Registration Statement which covers all of the securities required to be covered thereunder, the Company shall not, without the prior written consent of the holders of a at least 70% in interest of the shares of Common Stock issued or sold in connection with the Offering on the Closing Date, directly or indirectly offer, sell, issue, contract to sell or issue, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, contract, grant or any option to purchase or other disposition of) (or engage any Person to assist the Company in taking any such action) any capital stock of the Company or securities convertible into, exchangeable for or otherwise entitling the holder to acquire, any capital stock of the Company, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time and under any circumstances convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, contract, disposition or announcement being referred to as a “Subsequent Placement”); provided, however, that nothing in this Section 5.3 shall prohibit the Company from issuing (i) Common Stock upon exercise or conversion, exchange, purchase or similar rights issued, granted or given by the Company that are outstanding as of the date of this Agreement (provided that none of the foregoing shall be amended to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof and the Company shall not otherwise materially change the terms or conditions thereof in any manner that adversely affects the Investor) or (ii) Common Stock or standard options to purchase Common Stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (ii) ...
Certain Future Financings and Related Actions. (a) The Company will not sell, offer to sell, solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the 0000 Xxx) that is or could be integrated with the sale of the Shares in a manner that would require the registration of the Shares under the 1933 Act.
Certain Future Financings and Related Actions. Without the prior consent of Pfizer, the Company shall not cause the sale of the Shares contemplated by this Agreement to be integrated with future offerings by the Company in a manner that would require the registration under the Securities Act of the sale of the Shares to Pfizer.
Certain Future Financings and Related Actions. For a period of ninety (90) days after the date the Registration Statement is declared effective by the SEC, the Company shall not offer, sell, contract to sell or issue (or engage any person to assist the Company in taking any such action) any equity securities or securities convertible into, exchangeable for or otherwise entitling the holder to acquire, any Common Stock; provided, however, that nothing in this Section 4.4(b) shall prohibit the Company from issuing securities (1) to employees, directors, officers, advisors or consultants of the Company or any of its Subsidiaries; (2) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by the Company and outstanding as of the date of this Agreement; or (3) pursuant to a strategic partnership or alliance agreement, loan agreement, equipment lease or similar commercial agreement (including licensing and similar arrangements).
Certain Future Financings and Related Actions. Without the prior consent of the Placement Agent and the Investor (i) for a period of 60 days after the effectiveness of the Registration Statement, the Company shall not offer, sell, contract to sell or issue (or engage any person to assist the Company in taking any such action) any equity securities or securities convertible into, exchangeable for or otherwise entitling the holder to acquire, any Common Stock or Preferred Stock; or (ii) cause the offering of the Units pursuant hereby to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of the OTC-BB; provided, however, that the Company may issue equity securities (a) related to the exercise of options, convertible debentures, warrants and/or other securities outstanding as of the date of this Agreement (including the Underlying Securities sold pursuant to the Offering), (b) pursuant to any employee benefit plan currently in existence or hereafter adopted by the Company and approved by its stockholders, (c) in connection with any issuance of shares or grant of options to employees, officers, directors or consultants of the Company pursuant to a stock option plan or other incentive stock plan duly adopted by the Company’s board of directors or in respect of the issuance of Common Stock upon exercise of any such option; or (d) in connection with a bona fide joint venture or development agreement or strategic partnership or to an independent person, the primary purpose of which is not to raise cash.
Certain Future Financings and Related Actions. Commencing on the Closing Date and for a period of ninety (90) days following the effective date of the Registration Statement (as defined in Section 6.1(a) hereof), the Company shall not, without the prior consent of the Placement Agent, offer, sell, contract to sell or issue (or engage any person to assist the Company in taking any such action) any equity securities or securities convertible into, exchangeable for or otherwise entitling the holder to acquire, any Common Stock; provided, however, that nothing in this Section 5.3 shall prohibit the Company from issuing securities (1) to employees, directors, officers, advisors or consultants of the Company or any of its Subsidiaries; or (2) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by the Company and outstanding as of the date of this Agreement.
Certain Future Financings and Related Actions. (1) The Company shall not make any assertion or claim contrary to the interpretation of the NASD with respect to the
