Other Issuances of Securities. In case the Company or any subsidiary of the Company shall, at any time after the Date of Grant, issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities or issued in any of the transactions described in Sections 4(a), 4(b), 4(c), or 4(d) above, (ii) shares issued upon the exercise of such rights, options or warrants or upon conversion or exchange of such convertible or exchangeable securities, and (iii) this Warrant and any shares issued upon exercise thereof), at a price per share of Common Stock (determined in the case of such rights, options, warrants, or convertible or exchangeable securities by dividing (x) the total amount receivable by the Company in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities, plus the total minimum consideration payable to the Company upon exercise, conversion, or exchange thereof by (y) the total maximum number of shares of Common Stock covered by such rights, options, warrants, or convertible or exchangeable securities) lower than the Warrant Price in effect on the date of such issuance, then the Warrant Price shall be reduced, concurrently with such issue, to a price equal to the consideration received per share in connection with the issuance of such Additional Shares of Common Stock. For the purposes of such adjustment, the maximum number of shares of Common Stock which the holder of any such rights, options, warrants or convertible or exchangeable securities shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of such sale and issuance and the consideration received by the Company therefor shall be deemed to be the consideration received by the Company for such rights, options, warrants, or convertible or exchangeable securities, plus the minimum consideration or premium stated in such rights, options, warrants, or convertible or exchangeable securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock, or rights, options, warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for a consideration consisting, in whole or in part, of property other than cas...
Other Issuances of Securities. The Company has not issued (and will not issue) any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Preferred Shares to the Purchasers, or the issuance of the Conversion Shares upon conversion thereof, for purposes of determining whether stockholder approval is required under the designation criteria of the Nasdaq National Market or otherwise.
Other Issuances of Securities. In case the Company or any Subsidiary shall, at any time after the Date of Grant, issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities or issued in any of the transactions described in Sections 4(b), 4(c), 4(d), 4(e), 4(f) or 4(g) above, (ii) shares issued upon the exercise of such rights, options or warrants or upon conversion or exchange of such convertible or exchangeable securities, (iii) this Warrant and any shares issued upon exercise thereof, (iv) shares or options issued to employees or directors of the Company, (v) warrants issued as compensation or in lieu of payment in connection with legitimate business arrangements and (vi) shares issues upon conversion of the shares of the Company's preferred stock outstanding on the date of this Warrant), at a price per share of Common Stock
Other Issuances of Securities. In case the Company or any subsidiary shall issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common. Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities described in subparagraphs (f) or (g) of Section 8 of the Securities Issuance Agreement or issued in any of the transactions described in subparagraphs (b), (c) or (d) above, (ii) shares issued upon the exercise of such rights, options or warrants or upon conversion or exchange of such convertible or exchangeable, securities, (iii) the Warrants and any shares issued upon exercise thereof, (iv) shares of Common Stock, or other securities convertible or exercisable therefor, issued to employees, directors, consultants or advisors to the Company (for serving in such capacities) under any plan or agreement, provided that the annual aggregate of such shares or other securities issued at below fair market value does not exceed 500,000 shares of Common Stock, on a fully converted and exercised basis (it being understood that the limitation contained in this proviso does not apply to shares or other securities issued at or above fair market value), and (y) shares of Common Stock, or other securities convertible into or exchangeable, or exercisable therefor, issued to employees, directors, consultants, or advisors to the Company upon the exercise of any right, option, warrant, or conversion or exchange feature of any security, to the extent that such right, option, warrant, or convertible or exchangeable security was issued prior to September 4, 1997 to any such employee, director, consultant, or advisor (for serving in any such capacity) under any plan or agreement that existed prior to September 4, 1997), at a price per share of Common Stock (determined in the case of such rights, options, warrants, or convertible or exchangeable securities by dividing (x) the total amount receivable by the Company in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities, plus the total minimum consideration payable to the Company upon exercise, conversion, or exchange thereof by (y) the total maximum number of shares of Common Stock covered by such rights, options, warrants, or convertible or exchangeable securities) lower than the fair market value per share of Common Stock on the date the Company fixes the offe...
Other Issuances of Securities. In case the Company or any -------------------------------- Subsidiary shall, at any time after the Date of Grant, issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities or issued in any of the transactions described in Sections 4(b), ------------- 4(c), 4(d), 4(e), 4(f) or 4(g) above, (ii) shares issued upon the exercise of ---- ---- ---- ---- such rights, options or warrants or upon conversion or exchange of such convertible or exchangeable securities, (iii) this Warrant and any shares issued upon exercise thereof, (iv) shares or options issued to employees or directors of the Company, (v) warrants issued as compensation or in lieu of payment in
Other Issuances of Securities. If the Company, at any time prior to the Termination Date seeks to issue of offer new securities or grant the rights in respect of the acquisition of such securities, the Company will provide prior written notice to the Holder in respect of the terms of any such issuance or offering and the Holder shall be given an opportunity to participate in any such offering or issuance of securities.
Other Issuances of Securities. During the period expiring 180 calendar days following the date the Registration Statement becomes effective, the Company will not make any Equity Offerings, as defined in the Debentures, pursuant to any exemption from the registration requirements of the Securities Act of 1933, as amended, including without limitation the exemption provided by Regulations S promulgated thereunder. Subject to the other provisions of this Agreement, the Debentures and the Warrants, the restrictions on Equity Offerings set forth in this Section 6 shall not prohibit the issuance of securities by the Company pursuant to any bona fide corporate partnering arrangement entered into by the Company, provided, that the Company shall prohibit any Common Stock issued in connection with such corporate partnering arrangements (and of Common Stock issuable upon exercise or conversion of any debentures, warrants, options or other similar securities issued in connection with such corporate partnering arrangements) from being sold or otherwise transferred by the recipient thereof for a period of at least 180 days after the closing date of such corporate partnering arrangements. As used herein, the term "bona fide corporate partnering arrangement" shall mean any strategic licensing, joint development, joint marketing or other similar cooperative arrangement entered into by the Company with a corporation or other entity with which the Company will have a continuing significant business relationship or a subsidiary of such corporation or other entity other than as investor, on the one hand, and issuer, on the other hand.
Other Issuances of Securities. In case the Company or any -------------------------------- Subsidiary shall, at any time after the Date of Grant, issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities issued in any of the transactions described in Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued ------------ --- --- ----- upon the exercise of such rights, options or warrants or upon conversion or exchange of such convertible or exchangeable securities; (iii) this Warrant and any shares issued upon exercise thereof; and (iv) Exempt Securities (as defined in Section 4(i) below)), at a price per share of Common Stock ------------ (determined in the case of such rights, options, warrants, or convertible or exchangeable securities by dividing (x) the total amount receivable by
Other Issuances of Securities. In case the Company or any subsidiary shall, at any time after the Date of Grant, issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities described in Section 11(f) or Section 11(g) hereof outstanding on the Date of Grant, or issued in any of the transactions described in Section 4(c), 4(d), 4(e) or 4(f) above, (ii) shares issued upon the exercise of such rights, options or warrants or upon conversion or exchange of such convertible or exchangeable securities, (iii) the Series Warrants and any shares issued upon exercise thereof, (iv) shares issued on conversion or exchange of, as dividends on, or otherwise in respect of the Company's 8% Series B Convertible Preferred Stock as constituted on the Date of Grant, (v) up to One Thousand Five Hundred (1,500) shares of the Company's Series C Preferred Stock as constituted on the Date of Grant issued on or before the thirtieth day after the Date of Grant (the "SERIES C SHARES"), (vi) shares issued upon conversion or exchange of, as dividends on, or otherwise in respect of the Series C Shares and (vii) up to Eleven Million Seven Hundred Ninety Four Thousand Two Hundred Forty Four (11,794,244) shares of Common Stock issued or issuable to directors, officers, employees or consultants of the Company or any subsidiary in connection with their service as directors, officers, employees or consultants pursuant to any stock grant, stock option, warrant or other right (the "EMPLOYEE SHARES")), at a price per share of Common Stock (determined in the case of such rights, options, warrants, or convertible or exchangeable securities by dividing (x) the total amount receivable by the Company in consideration of the sale and issuance of such rights,
Other Issuances of Securities. Except as set forth on Schedule ----------------------------- -------- 3.16 hereto, the Company has not issued (and will not issue) any shares of ---- Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Preferred Shares to such Purchaser, or the issuance of the Conversion Shares upon conversion thereof, for purposes of determining whether shareholder approval is required under the designation criteria of the Nasdaq SmallCap Market.
