Common use of Future Sales Clause in Contracts

Future Sales. Except for the permitted issuances described below, for a period of one (1) year from the Effective Date, the Company shall not sell or otherwise dispose of any Common Stock (or securities convertible into or exercisable for Common Stock) or Preferred Stock of the Company or any subsidiary of the Company without the Representatives' prior written consent. Permitted issuance shall mean shares of Common Stock issuable (i) upon the exercise or conversion of options or warrants specifically contemplated in the Prospectus or provided for in this Agreement, (ii) pursuant to and in order to consummate a merger with or acquisition of an unaffiliated party in a transaction negotiated at arms' length and approved by (A) a majority of the Company's Board of Directors, and (B) all of the non-employee directors; (iii) in a public offering approved by the Representatives, and (iv) pursuant to a private placement, at a price per share, or, with respect to convertible securities and warrants, having an exercise or conversion price, not less than 80% of the average of the closing bid prices of the Common Stock for ten (10) consecutive trading days ending not earlier than three (3) days prior to the date of such sale or on other terms acceptable to the Representatives.