Consent of Holder to Sell Capital Stock or Grant Security Interests. Except for the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP. so long as any of the principal of or interest on this Note remains unpaid and unconverted, the Company shall not, without the prior consent of the Holder, issue or sell to any bona fide, unrelated party (i) any Common Stock or Preferred Stock for consideration of less than 40% of the Bid Price on the date of issuance or (ii) issue or sell any warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock or Preferred Stock for consideration of less than 40% of the Bid Price on the date of issuance, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Company, or (iv) file any registration statement on Form S-8 (except with respect to an employee stock or option plan that registers no more than 5.0% of the Company's outstanding common stock). With respect to issuances to related parties (including, without limitations, any officer, director or holder of 10% or more of the Company's outstanding capital stock or persons that become an officer, director or holder of 10% or more of the Company's outstanding capital stock in connection with or as a result of such issuance, but excluding the Holder), the Company shall not, issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price on the date of issuance or (ii) issue or sell any warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock or Preferred Stock for consideration per share less than the Bid Price on the date of issuance. ,
Consent of Holder to Sell Capital Stock or Grant Security Interests. Except for the capital stock to be issued pursuant to the Standby Equity Distribution Agreement of even date herewith between the Obligor and Cornell Capital Partners, LP, so long as any of the principal amount or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without the prior consent of the Holder, (i) issue or sell any common stock or preferred stock with or without consideration, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire common stock with or without consideration, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Obligor, or (iv) file any registration statements on Form S-8. This Debenture is subject to the following additional provisions:
Consent of Holder to Sell Capital Stock or Grant Security Interests. So long as any of the principal amount or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without the prior consent of the Holder, (i) issue or sell any shares of Common Stock or preferred stock without consideration or for consideration per share less than the Closing Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for consideration per share less than the Closing Bid Price of the Common Stock determined immediately prior to its issuance, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Obligor, or (iv) file any registration statements on Form S-8. Notwithstanding the foregoing, the above restriction shall not apply to the following: (1) Xxx Xxxxxxxx (as set forth in the Disclosure Schedule attached to the Securities Purchase Agreement); (2) 2,000,000 shares of Common Stock to Weyerhaeuser Obligor as set forth in the Disclosure Schedule attached to the Securities Purchase Agreement; (3) the preferred stock to Fox Communications as set forth in the Disclosure Schedule attached to the Securities Purchase Agreement; and (4) Xxxx Xxxx up to the amounts of Common Stock set forth in the Disclosure Schedule attached to the Securities Purchase Agreement. In addition, notwithstanding foregoing, commencing one (1) year from the date the Registration Statement filed pursuant to the Investor Registration Rights Agreement dated March 30, 2006 is declared effective by the SEC, the Obligor may issue up to 1% of the outstanding shares of Common Stock to each of the following individuals: Xxxxx Xxxxx, Xxxx Xxxx, Xxxxx Xxxxxxxx and Digitaria Communications Networks as set forth in the Disclosure Schedule attached to the Securities Purchase Agreement.
Consent of Holder to Sell Capital Stock or Grant Security Interests. Except for the capital stock to be issued pursuant to the Standby Equity Distribution Agreement dated June 23, 2005 between the Obligator and Cornell Capital Partners, LP, ("Cornell") the convertible debenture issued to Cornell dated May 20, 2005 pursuant to the Securities Purchase Agreement dated May 20, 2005, the Series A Preferred Shares issued and outstanding to Cornell pursuant to the Investment Agreement dated March 22, 2005, or pursuant to a commitment arising prior to the date hereof, so long as any of the principal amount or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without the prior consent of the Holder, (i) issue or sell any common stock or preferred stock with or without consideration, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire common stock with or without consideration, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Obligor, or (iv) file any registration statements on Form S-8. Provided the Obligor gives the Holder two (2) days prior written notice, the foregoing restriction shall exclude options, warrants or other securities convertible or exchangeable into shares of common stock of the Obligor that were outstanding prior to the date hereof. This Debenture is subject to the following additional provisions:
Consent of Holder to Sell Capital Stock or Grant Security Interests. So long as any of the principal amount or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without the prior consent of the Holder, (i) issue or sell any shares of Common Stock or preferred stock without consideration or for consideration per share less than the Closing Bid Price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for consideration per share less than the Closing Bid Price of the Common Stock determined immediately prior to its issuance, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Obligor, or (iv) file any registration statements on Form S-8.
Consent of Holder to Sell Capital Stock or Grant Security Interests. Except for the capital stock to be issued pursuant to the Standby Equity Distribution Agreement of even date herewith between the Obligor and Cornell Capital Partners, LP, so long as any of the principal amount or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without the prior consent of the Holder, (i) issue or sell any common stock or preferred stock with or without consideration, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire common stock with or without consideration, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Obligor, or (iv) file any registration statements on Form S-8. The restrictions set forth in subparagraphs (i) and (ii) above shall not apply to (i) the issuance of shares of Common Stock to the individuals listed on Schedule 4(k)(1) attached to the Securities Purchase Agreement (the "Securities Purchase Agreement") of even date herewith between the Obligor and Cornell Capital Partners, LP, in the individual's name (the "Loan Conversions"); (ii) grants of options to employees of the Obligor and the issuance of shares of Common Stock underlying such options, pursuant to a stock option plan for employees to be adopted by the Obligor at a future date (the "Stock Option Plan"), provided, however, that any and all grants under the Stock Option Plan, in the aggregate, shall not exceed five million (5,000,000) shares of Common Stock, shall be granted in accordance with Schedule 4(k)(2) of the Securities Purchase Agreement, and shall vest pro rata not less than over a three (3) year period from the respective dates of grant; and (iii) warrants to purchase up to One Million (1,000,000) shares of Common Stock to be issued to Trendwith Securities, Inc. and its designees in connection with the transactions contemplated in the Securities Purchase Agreement (the "Trendwith Warrants"), provided, however, that the exercise price of the Trendwith Warrants shall not be less than the Bid Price of the Common Stock on the date of issuance of such warrants. This Debenture is subject to the following additional provisions:
Consent of Holder to Sell Capital Stock or Grant Security Interests. Except for the Securities Purchase Agreement dated the date hereof between the Company and Trafalgar Capital Specialized Investment Fund, Luxembourg, so long as any of the principal of or interest on this Debenture remains unpaid and unconverted, the Company shall not, without the prior consent of the Holder, issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's bid price value determined immediately prior to its issuance, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Company, or (iv) file any registration statement on Form S-8.
Consent of Holder to Sell Capital Stock or Grant Security Interests. Except for the capital stock to be issued pursuant to the Standby Equity Distribution Agreement of even date herewith between the Obligator and the Holder or pursuant to a commitment disclosed in the SEC Documents as defined in the Securities Purchase Agreement dated prior to the date hereof which shall be subject to the provisions contained in Sections 3(c)(i), (ii), (iii), (iv), (v) and (vi) hereof, so long as any of the principal amount or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without the prior consent of the Holder, (i) issue or sell any common stock or preferred stock with or without consideration, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire common stock with or without consideration, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Obligor, or (iv) file any registration statements on Form S-8. Provided the Obligor gives the Holder ten (10) days prior written notice, the foregoing restriction shall exclude options, warrants or other securities convertible or exchangeable into shares of common stock of the Obligor that were outstanding prior to the date hereof, subject to the provisions contained in Sections 3(c)(i), (ii), (iii), (iv), (v), and (vi) hereof. This Debenture is subject to the following additional provisions:
Consent of Holder to Sell Capital Stock or Grant Security Interests. Until the earlier to occur of nine (9) months after the effectiveness of the registration statement filed pursuant to the Registration Rights Agreement or the Buyer having sold at least five hundred thousand (500,000) Shares, the Company shall not, without the prior written consent of the Buyer, other than (A) pursuant to existing stock incentive plans, (B) pursuant to currently outstanding derivative securities (as disclosed on the Disclosure Schedule attached hereto), (C) to the Buyer pursuant to the Standby Equity Distribution Agreement dated the date hereof (the “SEDA”), (i) issue or sell any shares of Common Stock or preferred stock at a price less than Eight Dollars ($8.00) per share, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration at a price less than Eight Dollars ($8.00) per share, or (iii) file any registration statements on Form S-8.
Consent of Holder to Sell Capital Stock or Grant Security Interests. So long as any of the principal amount or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without the prior consent of the Holder, (i) issue or sell any shares of Common Stock or preferred stock with or without consideration, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock with or without consideration, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Obligor, or (iv) file any registration statements on Form S-8. Rights of First Refusal. So long as any portion of this Debenture is outstanding (including principal or accrued interest), if the Obligor intends to raise additional capital by the issuance or sale of capital stock of the Obligor, including without limitation shares of any class of Common Stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of Common Stock (whether the offering is conducted by the Obligor, underwriter, placement agent or any third party) the Obligor shall be obligated to offer to the Holder such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Holder shall have ten (10) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer. This Debenture is subject to the following additional provisions:
