Limitation on Issuance. Sale and Ownership of Capital Stock of Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, (i) sell, assign, transfer, convey or otherwise dispose of, any Equity Interests of any Subsidiary of the Company, other than to the Company or another Subsidiary of the Company, (ii) permit any Subsidiary of the Company to issue any Equity Interests (including, without limitation, pursuant to any merger, consolidation, recapitalization or similar transaction) other than to the Company or another Subsidiary of the Company or (iii) permit any Person other than the Company or its Subsidiaries to own any Equity Interests of any Subsidiary of the Company, except that (A) the Company or its Subsidiaries may consummate a sale to a Person of all of the Equity Interests of a Subsidiary of the Company, if such sale is made by the Company or another Subsidiary of the Company subject to, and in compliance with, Section 4.2, and (B) the Company may issue and permit the subsequent ownership by directors of, directors' qualifying shares.
Limitation on Issuance and Sale of Capital Interests in ------------------------------------------------------- Restricted Subsidiaries. ------------------------ The Company will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any Capital Interest of a Restricted Subsidiary (including options, warrants or other rights to purchase such Capital Interest) except (i) to the Company or a Wholly-Owned Restricted Subsidiary; (ii) issuances of director's qualifying shares; (iii) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, provided that any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under Section 4.8, if made on the date of such issuance or sale, and (iv) issuances or sales of Common Interests, the net cash proceeds of which are applied pursuant to clause (a)(iii)(A) or (a)(iii)(B) of Section 4.9 or will constitute Excess Proceeds or Collateral Excess Proceeds for purposes of Section 4.9.
Limitation on Issuance of Capital Stock of Restricted ----------------------------------------------------- Subsidiaries. The Issuer will not sell, and will not permit any Restricted ------------ Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock) except (i) to the Issuer or a Wholly Owned Restricted Subsidiary; (ii) issuances of director's qualifying shares or sales to foreign nationals of shares of Capital Stock of foreign Restricted Subsidiaries, to the extent required by applicable law; (iii) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted under Section 1011 if made on the date of such issuance or sale; or (iv) issuances or sales of Common Stock of a Restricted Subsidiary. -76-
Limitation on Issuance. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company issue, pursuant to this Agreement, a number of shares of Common Stock equal to or in excess of 20% of the number of shares of Common Stock outstanding at the Issuance Date, or otherwise be required to take any action that would create the necessity of a stockholder vote under NASD Rule 4350. Exhibit A ISSUED: March 24, 2006 PHARMACOPEIA DRUG DISCOVERY, INC. By: Name: Title: Attachment 1 NOTICE OF EXERCISE TO: PHARMACOPEIA DRUG DISCOVERY, INC.
Limitation on Issuance of Equity Interests . Except for the issuance or sale of Qualified Equity Interests by Administrative Borrower, each Loan Party will not, and will not permit any of its Subsidiaries to, issue or sell any of its Equity Interests. 6.13.
Limitation on Issuance. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercised by the Holder, the sum of (1) the number of shares of Class A Common Stock issued upon the exercise of warrants sold by the Corporation in connection with the offer and sale of Series A Preferred Stock that would be integrated with the shares of Class A Common Stock issuable upon the exercise of this Warrant under the rules of The NASDAQ Stock Market and (2) the number of shares of Class A Common Stock issued by the Corporation in payment of dividends on such integrated Series A Preferred Stock, would exceed 5,366,529 shares (as shall be adjusted for stock splits) (such overage, the “Excess Shares”); provided that, the Company agrees to use commercially reasonable efforts to seek stockholder approval of the issuance of such Excess Shares at the earlier of its next annual or any special meeting (called for any other purpose) of stockholders, and, if such approval is obtained, to issue such Excess Shares promptly thereafter. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock.
