Common use of No Frustration Clause in Contracts

No Frustration. So long as the Investor or its affiliates hold any Securities, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Investor (which consent may be withheld, delayed or conditioned in the Investor’s sole discretion), effect, enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction (or issue, amend or waive any security) that would or would reasonably be expected to restrict, delay, conflict with or impair the ability or right of the Company to timely perform its obligations under this Agreement, the Registration Rights Agreement or the Note, including, without limitation, the obligation of the Company to timely deliver Conversion Shares upon conversion of the Note.

No Frustration. So long as the Investor or its affiliates hold Buyer holds any Securities, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Investor Buyer (which consent may be withheld, delayed or conditioned in the Investor’s sole discretiondiscretion of such Buyer), effect, enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction (or issue, amend or waive any security) that would or would reasonably be expected to restrict, delay, conflict with or impair the ability or right of the Company to timely perform its obligations under this Agreement, the Registration Rights Agreement Certificate of Designations or the NoteWarrants, including, without limitation, the obligation of the Company to timely deliver Conversion Shares upon conversion shares of Common Stock to the NoteBuyers (or a designee thereof, if applicable) in accordance with this Agreement, the Certificate of Designations or the Warrants.

No Frustration. So long as the Investor or its affiliates hold Buyer holds any Securities, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Investor Buyer (which consent may be withheld, delayed or conditioned in the Investor’s sole discretiondiscretion of Buyer), effect, enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction (or issue, amend or waive any security) that would or would reasonably be expected to restrict, delay, conflict with or impair the ability or right of the Company to timely perform its obligations under this Agreement, the Registration Rights Agreement or the Convertible Promissory Note, including, without limitation, the obligation of the Company to timely deliver the Conversion Shares upon conversion of to the Buyer (or a designee thereof, if applicable) in accordance with this Agreement and the Convertible Promissory Note.