Restrictions on Issuance of Securities. So long as this Warrant is outstanding, the Company will not issue, or permit any Subsidiary to issue, any common stock or other equity securities, or any other stock, option, warrant, right or other instrument that is convertible into or exercisable or exchangeable for common stock or other equity securities, except for (i) securities issued pursuant to the Securities Purchase Agreement (which includes Warrant Shares), (ii) securities of a Subsidiary that are issued to the Company; and (iii) securities sold and options granted to directors, officers and employees of the Company pursuant to bona fide employee benefit plans; provided, however, that the Company may issue such securities with the prior written consent of the Holder, which consent the Holder agrees not to unreasonably withhold.
Restrictions on Issuance of Securities. Upon the Closing, the Company shall promptly instruct its transfer agent to issue the requisite shares of Common Stock pursuant to the conversion of the Debentures in accordance with this Agreement. All shares of Common Stock issued by the transfer agent shall constitute restricted securities at the time of issuance and shall be endorsed with the legends substantially in the form set forth below in Section 4(b)(viii), subject to the following:
Restrictions on Issuance of Securities. (a) The Corporation shall not issue nonvoting equity securities to the extent prohibited by Section 1123(a)(6) of the United States Bankruptcy Code for so long as such Section is in effect and applicable to the Corporation.
Restrictions on Issuance of Securities. Prior to the Closing Date, the Company will not, without the prior written consent of the Placement Agent, issue additional shares of capital stock or grant any warrants, options or other securities of the Company, except upon exercise of options and warrants outstanding as of the date of this Agreement. Additionally, the Company will not, without the prior written consent of the Placement Agent, issue any additional shares between the date of the Private Placement Memorandum and the expiration of twelve (12) months thereafter if such issuance would cause any provision made in the Private Placement Memorandum to be materially misleading or would otherwise subject the Placement Agent or the Selling Group to any reasonable likelihood of liability under the Securities Act.
Restrictions on Issuance of Securities. Prior to the Closing Date, the Company will not, without the prior written consent of the Placement Agent, issue additional shares of capital stock or grant any warrants, options or other securities of the Company, other than pursuant to the exercise of outstanding stock options or to Xxxxxxx X. Xxxxxx or C. Xxxxxxx Xxxxx.
Restrictions on Issuance of Securities. The Company shall not issue, deliver, sell, pledge or encumber, or authorize or propose the issuance, delivery, sale, pledge or Encumbrance of, any shares of its capital stock of any class or any securities convertible into or exchangeable for, or any rights, warrants, calls, subscriptions or options to acquire, any such shares or Convertible Securities, or any other ownership interest (including stock appreciation rights or phantom stock) other than the issuance of shares of Company Common Stock upon the exercise of options to acquire Company Common Stock outstanding on the date of this Agreement and in accordance with the existing terms of such options.
Restrictions on Issuance of Securities. Without the consent of the Purchasers holding a majority of the shares of Common Stock issued pursuant to this Agreement and upon exercise of the Warrants, the Company shall not issue any securities until six (6) months following the date that a Registration Statement with respect to the Common Stock issued pursuant to this Agreement and issuable upon exercise of the Warrants (the “Registration Statement”) is declared effective by the Commission (the “Restrictive Period”), other than in the framework of a registered public offering of the Common Stock of the Company: (i) at an equity value of the Company of not less than $0.65 per share of Common Stock yielding net proceeds to the Company of not less than one million dollars, and (ii) following which the Common Stock is listed on a U.S. national exchange (such registered public offering a “Qualified IPO”). In the event of a Qualified IPO, merger of the Company with or into another entity or the sale of all or substantially all of the assets of the Company, the Company shall provide each of the Purchasers thirty (30) days’ prior written notice of the occurrence of such event.
Restrictions on Issuance of Securities. From the date of this Agreement until the Termination Date, the Company will not, without the prior written consent of the Placement Agent, issue additional shares of Common Stock or grant any warrants, options or other securities of the Company other than pursuant to agreements in existence on the date hereof, except for up to an additional 13,000,000 shares of Common Stock which may be issued or the Company may agree to issue in connection with acquisitions, mergers or other major corporate transactions effected prior to the Initial Closing Date. During the three-year period following the Final Closing Date, the Company will not issue any securities pursuant to Regulation S of the Securities Act.
Restrictions on Issuance of Securities. For a period of two (2) years following the earlier of the Second Closing Date or July 26, 2008, the Company shall not issue to any of its officers, directors, employees or consultants any shares of its Common Stock or options to purchase shares of Common Stock in excess of a number of shares equal to ten percent (10%) of the number of issued and outstanding shares of Common Stock (as calculated on a fully diluted basis) as of the Initial Closing Date. In addition, the Company shall not issue any options with an exercise price per share less than $1.00.
Restrictions on Issuance of Securities. Prior to the Closing Date, the Company will not, without the prior written consent of the Placement Agent, issue additional shares of Common Stock or grant any warrants, options or other securities of the Company.
