Common use of SALES OF ADDITIONAL SHARES Clause in Contracts

SALES OF ADDITIONAL SHARES. The Company shall not, directly or indirectly, without the prior written consent of the Purchaser, offer, sell, offer to sell, contract to sell or otherwise dispose of any of its securities or any security or other instrument convertible into or exchangeable for shares of its capital stock, in each case, for a period ending on the earlier of two hundred seventy (270) days after the date of this Agreement or the date the Debentures are redeemed in full (the "Lock-Up Period"), except that the Company may (i) issue securities for the aggregate consideration of at least $15 million in connection with a bona fide, firm commitment, underwritten public offering under the Securities Act; (ii) may issue shares of Common Stock which are issued in connection with a bona fide transaction involving the acquisition of another business entity or segment of any such entity by the Company by merger, asset purchase, stock purchase or otherwise; (iii) may issue shares of common stock to directors, officers, employees or consultants of the Company for the primary purpose of soliciting or retaining their services in an aggregate amount, together with any New Options (as defined below) vesting or becoming exercisable during the Lock-Up Period, not to exceed 150,000 shares; (iv) may issue shares of Common Stock upon the exercise or conversion of currently outstanding options, warrants and other convertible securities and up to 150,000 shares of Common Stock underlying New Options as provided in clause (v) below; (v) may issue options to purchase shares of its Common Stock to its directors, officers, employees and consultants in connection with its existing stock option plans; provided, that, during the Lock-Up Period, New Options to purchase not more than 150,000 shares of Common Stock shall vest or become exercisable; (vi) may issue Common Stock in connection with a stock split, stock dividend or similar recapitalization of the Company which affects all holders of the Company's Common Stock on an equivalent basis, in each case, without the prior written consent of the Purchaser and (vii) may sell securities if the proceeds of such transaction are applied to redeem in full all of the Debentures. In addition, the Company agrees that it will not cause any shares of its capital stock that are issued in connection with a transaction of the type contemplated by clause (ii) (or upon the conversion or exercise of other securities that are issued in connection with such transaction) or that were issued in connection with any financing, acquisition or other transaction that occurred prior or subsequent to the date of this Agreement to be covered by a registration statement that is filed with the Commission or declared effective by the Commission prior to the earlier of the time (A) the Warrants and the Common Stock underlying the Debentures and the Warrants are covered by a registration statement filed by the Company pursuant to its obligations under the Registration Rights Agreement has been effective under the Securities Act for a period of at least one hundred eighty (180) days during which the Company has not notified the Purchaser that such registration statement or the prospectus included in such registration statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (B) the Debentures are redeemed in full prior to the time a registration statement is declared effective.

SALES OF ADDITIONAL SHARES. The Company shall not, directly or indirectly, without the prior written consent of the Purchaser, offer, sell, offer to sell, contract to sell or otherwise dispose of any (1) shares of its securities or Common Stock at a price below four dollars ($4.00) per share, (2) any security or other instrument convertible into or exchangeable for shares of its capital stockCommon Stock, or (3) securities that contain any form of repricing rights, in each case, for a period beginning on the date hereof and ending on the earlier date that is later of two hundred seventy (270) days after the date of this Agreement or one hundred eighty (180) days after the date Registration Statement (as defined in the Debentures are redeemed in full Registration Rights Agreement) is declared effective by the Commission (the "Lock-Up Period"), except that the Company may (i) issue securities for the aggregate consideration of at least $15 million in connection with a bona fide, firm commitment, underwritten public offering under the Securities Act; (ii) may issue shares of Common Stock which are issued in connection with a bona fide transaction involving the acquisition of another business entity or segment of any such entity by the Company by merger, asset purchase, stock purchase or otherwise; (iii) may issue shares of common stock to directors, officers, employees or consultants of the Company for the primary purpose of soliciting or retaining their services in an aggregate amount, together with any New Options (as defined below) vesting or becoming exercisable during the Lock-Up Period, not to exceed 150,000 shares; (iv) may issue shares of Common Stock upon the exercise or conversion of currently outstanding options, warrants and other convertible securities and up to 150,000 shares of Common Stock underlying New Options as provided in clause (v) below; (v) may issue options to purchase shares of its Common Stock to its directors, officers, employees and consultants in connection with its existing stock option plansplans ("New Options"); provided, that, during the Lock-Up Period, New Options to purchase not more than 150,000 shares of Common Stock shall vest or become exercisable; and (vi) may issue Common Stock in connection with a stock split, stock dividend or similar recapitalization of the Company which affects all holders of the Company's Common Stock on an equivalent basis, in each case, without the prior written consent of the Purchaser and (vii) may sell securities if the proceeds of such transaction are applied to redeem in full all of the DebenturesPurchaser. In addition, the Company agrees that it will not cause any shares of its capital stock that are issued in connection with a transaction of the type contemplated by clause (ii) (or upon the conversion or exercise of other securities that are issued in connection with such transaction) or that were issued in connection with any financing, acquisition or other transaction that occurred prior or subsequent to the date of this Agreement to be covered by a registration statement that is filed with the Commission or declared effective by the Commission prior to the earlier of the time (A) the Warrants and the Common Stock underlying that the Debentures and the Warrants and Common Stock issuable upon conversion or exercise thereof are covered by a registration statement filed by the Company pursuant to its obligations under the Registration Rights Agreement has been effective under the Securities Act for a period of at least one hundred eighty (180) days during which one hundred eighty (180) day period the Company has not notified the Purchaser that such registration statement or the prospectus included in such registration statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (B) the Debentures are redeemed in full prior to the time a registration statement is declared effectivemisleading.

SALES OF ADDITIONAL SHARES. The Company shall not, directly or indirectly, without the prior written consent of the Purchaser, offer, sell, offer to sell, contract to sell or otherwise dispose of any shares of its securities capital stock or any security or other instrument convertible into or exchangeable for shares of its capital stockCommon Stock, in each case, case for a period ending on the earlier of two two- hundred and seventy (270) days after the later of (A) the Initial Closing Date, (B) any Conditional Closing Date (as defined in the Conditional Warrant) or (C) the date on which a registration statement relating to Common Stock issuable upon conversion of this Agreement any of the Initial Shares, the Initial Warrants, the Additional Shares, or the date Additional Warrants is declared effective (the Debentures are redeemed in full "Effective Date") by the Securities and Exchange Commission (the "Lock-Up Period"), except that notwithstanding the foregoing (i) the Company may (i) issue securities for the aggregate consideration of at least $15 ten million dollars in connection with a bona fide, firm commitment, underwritten public offering under the Securities Act; (ii, and(ii) may issue shares of Common Stock which are issued in connection with a bona fide transaction involving the acquisition of another business entity or segment of any such entity by the Company by merger, asset purchase, stock purchase or otherwise; (iii) may issue shares of common stock to directors, officers, employees or consultants of the Company for the primary purpose of soliciting or retaining their services in an aggregate amount, together with any New Options (as defined below) vesting or becoming exercisable during the Lock-Up Period, not to exceed 150,000 shares; (iv) may issue shares of Common Stock upon the exercise or conversion of currently outstanding options, warrants and other convertible securities and up to 150,000 shares of Common Stock underlying New Options as provided in clause (v) below; (v) may issue options to purchase shares of its Common Stock to its directors, officers, employees and consultants in connection with its existing stock option plans; provided, that, during the Lock-Up Period, New Options to purchase not more than 150,000 shares of Common Stock shall vest or become exercisable; (vi) may issue Common Stock at any time pursuant to the exercise of a Warrant to Purchase 490,000 Shares of Common Stock (the "Sxxxxx Commitment Warrant") issued to Sxxxxx Private Equity, LLC ("Sxxxxx") and (iii) the Company may issue securities (other than those referred to in connection with clause (ii) above) pursuant to an Investment Agreement, between the Company and Sxxxxx dated October 25, 1999 and associated documents (including a stock splitRegistration Rights Agreement referred to herein as the "Equity Line Agreement", stock dividend anytime after, but no sooner than the date (the "Equity Line Free Exercise Date") which is the earlier of (x) the date which is the latter of (a) date that is one hundred twenty (120) days after the Effective Date, provided, however, that such date shall be extended by the number of days after the Effective Date when the Purchaser is not permitted to utilize the prospectus or similar recapitalization otherwise to resell Securities, or (b) the date which is one hundred twenty (120) days after the date, if any, of closing of any additional sale of shares of Series A Preferred Stock to the Purchaser pursuant to the exercise of the Company which affects all holders Conditional Warrant (a "Conditional Warrant Closing"), provided, however, that such date shall be extended by the number of days after the Effective Date when the Purchaser is not permitted to utilize the prospectus or otherwise to resell Securities; or (y) the date that the Purchaser holds less than thirty percent (30%) of the aggregate number of shares of Series A Preferred Stock purchased from the Company's Common Stock on an equivalent basis, in each case, without the prior written consent of the Purchaser and (vii) may sell securities if the proceeds of such transaction are applied to redeem in full all of the Debentures. In addition, the Company agrees that it will not cause any shares of its capital stock that are issued in connection with a transaction of the type contemplated by clause (ii) (or upon the conversion or exercise of other securities that are issued in connection with such transaction) or that were issued in connection with any financing, acquisition or other transaction that occurred prior or subsequent to the date of this Agreement to be covered by a registration statement that is to be filed with the Commission or declared effective by the Commission prior to until the earlier to occur of the time (A) the Warrants and expiration of the Common Stock underlying Lock-Up Period or (B) the Debentures and date that the Warrants are covered by a registration statement filed by the Company pursuant to its obligations under the Registration Rights Agreement has been effective under the Securities Act for a period of at least one two-hundred eighty and seventy (180270) days days, during which two hundred seventy (270) day period the Company has shall not have notified the Purchaser that such registration statement or the prospectus included in such registration statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading or misleading, provided that, notwithstanding the above, the Company may file a registration statement as required under the Equity Line Agreement and the registration rights agreement attached thereto (Bthe "Sxxxxx Registration Rights Agreement") anytime after, but no sooner than fifteen (15) days after the Debentures are redeemed in full Effective Date and may not have such registration statement declared effective prior to the time a registration statement is declared effective.Equity Line Free Exercise Date. Notwithstanding anything herein to the contrary in this Agreement or the Conditional Warrant, the Company may not issue and sell any Series A Preferred Stock pursuant to an exercise of the Conditional Warrant anytime after the Company delivers an Advance Put Notice (as defined in the Equity Line Agreement) to Sxxxxx pursuant to the Equity Line Agreement. The Company shall not deliver an Advance Put Notice to Sxxxxx until the Equity Line Free Exercise Date or any date thereafter. j.

SALES OF ADDITIONAL SHARES. The Company shall not, directly or indirectly, without the prior written consent of the Purchaser, offer, sell, offer to sell, contract to sell or otherwise dispose of any of its securities or any security or other instrument convertible into or exchangeable for shares of its capital stock, in each case, for a period ending beginning on the earlier of date hereof and ending two hundred seventy (270) days after the date of this Agreement or Registration Statement (as defined in the date Registration Rights Agreement) is declared effective by the Debentures are redeemed in full Commission (the "Lock-Up Period"), except that the Company may (i) issue securities for the aggregate consideration of at least $15 million in connection with a bona fide, firm commitment, underwritten public offering under the Securities Act; (ii) may issue shares of Common Stock which are issued in connection with a bona fide transaction involving the acquisition of another business entity or segment of any such entity by the Company by merger, asset asset, purchase, stock purchase or otherwise; (iii) may issue shares of common stock to directors, officers, employees or consultants of the Company for the primary purpose of soliciting or retaining their services in an aggregate amount, together with any New Options (as defined below) vesting or becoming exercisable during the Lock-Lock Up Period, not to exceed 150,000 750,000 shares; (iv) may issue shares of Common Stock upon the exercise or conversion of currently outstanding options, warrants and other convertible securities and up to 150,000 750,000 shares of Common Stock underlying New Options as provided in clause (v) below; (v) may issue options to purchase shares of its Common Stock to its directors, officers, employees and consultants in connection with its existing stock option plansplans ("new Options"); provided, that, during the Lock-Lock Up Period, New Options to purchase not more than 150,000 750,000 shares of Common Stock shall vest or become exercisable; and (vi) may issue Common common Stock in connection with a stock split, stock dividend or similar recapitalization of the Company which affects all holders of the Company's Common Stock on an equivalent basis, in each case, without the prior written consent of the Purchaser and (vii) may sell securities if the proceeds of such transaction are applied to redeem in full all of the DebenturesPurchaser. In addition, the Company agrees that it will not cause any shares of its capital stock that are issued in connection with a transaction of the type contemplated by clause (ii) (or upon the conversion or exercise of other securities that are issued in connection with such transaction) or that were issued in connection with any financing, acquisition or other transaction that occurred prior or subsequent to the date of this Agreement to be covered by a registration statement that is filed with the Commission or declared effective by the Commission prior to the earlier of the time (A) the Warrants and the Common Stock underlying that the Debentures and the Warrants and Common Stock issuable upon conversion or exercise thereof are covered by a registration statement filed by the Company pursuant to its obligations under the Registration Rights Agreement has been effective under the Securities Act for a period of at least one hundred eighty (180) days day period during which the Company has not notified the Purchaser that such registration statement or the prospectus included in such registration statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (B) the Debentures are redeemed in full prior to the time a registration statement is declared effectivemisleading.

SALES OF ADDITIONAL SHARES. The Company shall not, directly or indirectly, without the prior written consent of the Purchaser, unless all of the Shares have been converted by the Purchaser, all of the Warrants have been exercised by the Purchaser and all shares of Common Stock issuable upon conversion of, or in lieu of dividend payments on, the Shares or upon exercise of the Warrants have been sold by the Purchaser, offer, sell, offer to sell, contract to sell or otherwise dispose of any shares of its securities capital stock or any security or other instrument convertible into or exchangeable for shares of its capital stockCommon Stock, in each case, case for a period ending on the earlier of two two-hundred and seventy (270) days after the date Closing Date at a price per share of this Agreement or the date the Debentures are redeemed in full Common Stock of less than three dollars and sixty-four cents ($3.64) (the "Lock-Up Period"), except that notwithstanding the foregoing the Company may (i) issue securities for the aggregate consideration of at least $15 ten million dollars in connection with a bona fide, firm commitment, underwritten public offering under the Securities Act; (ii) Act and may issue 250,000 shares of Common Stock which are issued in connection with a bona fide transaction involving the acquisition of another business entity or segment of any such entity by the Company by merger, asset purchase, stock purchase or otherwise; (iii) may issue shares of common stock to directors, officers, employees or consultants of the Company for the primary purpose of soliciting or retaining their services in an aggregate amount, together with any New Options (as defined below) vesting or becoming exercisable during the Lock-Up Period, not to exceed 150,000 shares; (iv) may issue shares of Common Stock upon the exercise or conversion of currently outstanding options, warrants and other convertible securities and up to 150,000 shares of Common Stock underlying New Options as provided in clause (v) below; (v) may issue options to purchase shares of its Common Stock to its directors, officers, employees and consultants in connection with its existing stock option plans; provided, that, during the Lock-Up Period, New Options to purchase not more than 150,000 shares of Common Stock shall vest or become exercisable; (vi) may issue Common Stock in connection with a stock split, stock dividend or similar recapitalization of the Company which affects all holders of the Company's Common Stock on an equivalent basis, settlement referred to in each case, without the prior written consent of the Purchaser and (viiSection 4(g) may sell securities if the proceeds of such transaction are applied to redeem in full all of the Debenturesabove. In addition, the Company agrees that it will not cause any shares of its capital stock that are issued in connection with a transaction of the type contemplated by clause (ii) (or upon the conversion or exercise of other securities that are issued in connection with such transaction) or that were issued in connection with any financing, acquisition or other transaction that occurred prior or subsequent to the date of this Agreement to be covered by a registration statement that is to be filed with the Commission or declared effective by the Commission prior to until the earlier of date that the time (A) the Warrants and the Common Stock underlying the Debentures and the Warrants are covered by a registration statement filed by the Company pursuant to its obligations under the Registration Rights Agreement has been effective under the Securities Act for a period of at least one one-hundred and eighty (180) days during which days, except that the Company has not notified 250,000 shares of Common Stock to be issued in connection with the Purchaser that such settlement referred to in Section 4(g) above and the shares of Common Stock issuable upon the exercise of the warrant issued to Cardinal Securities L.L.C. in connection with the transactions contemplated by this Agreement may be included in the registration statement or which will be filed to register the prospectus included in such registration statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light resale of the circumstances under which they were madeshares of Common Stock issuable upon conversion of, not misleading or (B) in lieu of dividend payments on, the Debentures are redeemed in full prior to Shares or upon the time a registration statement is declared effectiveexercise of the Warrants.

SALES OF ADDITIONAL SHARES. The For so long as the Debenture remains outstanding, the Company shall not, directly or indirectly, without the prior written consent of the Purchaser, offer, sell, offer to sell, contract to sell or otherwise dispose of any of its securities or any security or other instrument convertible into or exchangeable for shares of its capital stockstock at a discount to the Market Price for a Share of the Common Stock (as defined in the Debenture) or with a floating conversion or exercise price, in each case, for a period ending on the earlier later of two hundred seventy (270) days after the date of this Agreement or the date that is one hundred eighty (180) days after the Debentures are redeemed Registration Statement (as defined in full the Registration Rights Agreement) is declared effective by the Commission (the "Lock-Up Period"), except that the Company may (i) issue securities for the aggregate consideration of at least $15 million in connection with a bona fide, firm commitment, underwritten public offering under the Securities Act; (ii) may issue shares of Common Stock which are issued in connection with a bona fide transaction involving the acquisition of another business entity or segment of any such entity by the Company by merger, asset purchase, stock purchase or otherwise; (iii) may issue shares of common stock to directors, officers, employees or consultants of the Company for the primary purpose of soliciting or retaining their services in an aggregate amount, together with any New Options (as defined below) vesting or becoming exercisable during the Lock-Up Period, not to exceed 150,000 250,000 shares; (iv) may issue shares of Common Stock upon the exercise or conversion of currently outstanding options, warrants and other convertible securities and up to 150,000 250,000 shares of Common Stock underlying New Options as provided in clause (v) below; (v) may issue options to purchase shares of its Common Stock to its directors, officers, employees and consultants in connection with its existing stock option plansplans ("New Options"); provided, that, during the Lock-Up Period, New Options to purchase not more than 150,000 250,000 shares of Common Stock shall vest or become exercisable; and (vi) may issue Common Stock in connection with a stock split, stock dividend or similar recapitalization of the Company which affects all holders of the Company's Common Stock on an equivalent basis, in each case, without the prior written consent of the Purchaser and (vii) may sell securities if the proceeds of such transaction are applied to redeem in full all of the DebenturesPurchaser. In addition, the Company agrees that it will not cause any shares of its capital stock that are issued in connection with a transaction of the type contemplated by clause (ii) (or upon the conversion or exercise of other securities that are issued in connection with such transaction) or that were issued in connection with any financing, acquisition or other transaction that occurred prior or subsequent to the date of this Agreement to be covered by a registration statement that is filed with the Commission or declared effective by the Commission prior to the earlier of the time (A) the Warrants and the Common Stock underlying that the Debentures and the Warrants and Common Stock issuable upon conversion or exercise thereof are covered by a registration statement filed by the Company pursuant to its obligations under the Registration Rights Agreement has been effective under the Securities Act for a period of at least one hundred eighty (180) days days, during which one hundred eighty (180) day period the Company has shall not have notified the Purchaser that such registration statement or the prospectus included in such registration statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (B) the Debentures are redeemed in full prior to the time a registration statement is declared effectivemisleading.

SALES OF ADDITIONAL SHARES. The Company shall not, directly or indirectly, without the prior written consent of the Purchaser, offer, sell, offer to sell, contract to sell or otherwise dispose of any of its securities or any security or other instrument convertible into or exchangeable for shares of its capital stock, in each case, for a period ending beginning on the earlier of two date hereof and ending one hundred seventy forty (270140) days after the date of this Agreement or Registration Statement (as defined in the date Registration Rights Agreement) is declared effective by the Debentures are redeemed in full Commission (the "Lock-Up Period"), except that the Company may (i) issue securities for the aggregate consideration of at least $15 million in connection with a bona fide, firm commitment, underwritten public offering under the Securities Act; (ii) may issue shares of Common Stock which are issued in connection with a bona fide transaction involving the acquisition of another business entity or segment of any such entity by the Company by merger, asset asset, purchase, stock purchase or otherwise; (iii) may issue shares of common stock to directors, officers, employees or consultants of the Company for the primary purpose of soliciting or retaining their services in an aggregate amount, together with any New Options (as defined below) vesting or becoming exercisable during the Lock-Lock Up Period, not to exceed 150,000 100,000 shares; (iv) may issue shares of Common Stock upon the exercise or conversion of currently outstanding options, warrants and other convertible securities and up to 150,000 100,000 shares of Common Stock underlying New Options as provided in clause (v) below; (v) may issue options to purchase shares of its Common Stock to its directors, officers, employees and consultants in connection with its existing stock option plansplans ("new Options"); provided, that, during the Lock-Lock Up Period, New Options to purchase not more than 150,000 250,000 shares of Common Stock shall vest or become exercisable; (vi) may issue Common common Stock in connection with a stock split, stock dividend or similar recapitalization of the Company which affects all holders of the Company's Common Stock on an equivalent basis, in each case, without the prior written consent of the Purchaser and Purchaser; (vii) may sell engage in capital raising transaction involving International Business Machines, or any affiliate or subsidiary thereof, Siecor (Germany) or other entity approved by the Purchaser, provided, that such capital raising transaction does not involve the sale of securities if the proceeds of such transaction are applied to redeem in full all of the DebenturesCompany which are convertible or exchangeable for shares of Common Stock of the Company and provided further that the Company has obtained the prior written approval of the Purchaser to such capital raising transaction; and (viii) issue securities of the Company to Intratech Capital Partners Limited pursuant to the private placement memorandum attached hereto as EXHIBIT F, provided, that such private placement does not close until such time that the Registration Statement covering the Securities has been effective for thirty (30) days and provided, further, that in no event shall the Company issue its Common Stock or securities convertible into or exchangeable for Common Stock at less than $2.50 per share. In addition, the Company agrees that it will not cause any shares of its capital stock that are issued in connection with a transaction of the type contemplated by clause (ii) (or upon the conversion or exercise of other securities that are issued in connection with such transaction) or that were issued in connection with any financing, acquisition or other transaction that occurred prior or subsequent to the date of this Agreement to be covered by a registration statement that is filed with the Commission or declared effective by the Commission prior to the earlier of the time (A) the Warrants and the Common Stock underlying that the Debentures and the Warrants and Common Stock issuable upon conversion or exercise thereof are covered by a registration statement filed by the Company pursuant to its obligations under the Registration Rights Agreement has been effective under the Securities Act for a period of at least one hundred eighty (180) days during which the Company has not notified the Purchaser that such registration statement or the prospectus included in such registration statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (B) the Debentures are redeemed in full prior to the time a registration statement is declared effectivemisleading.

SALES OF ADDITIONAL SHARES. The Company shall not, directly or indirectly, without the prior written consent of the Purchaser, such consent shall not be unreasonably withheld, offer, sell, offer to sell, contract to sell or otherwise dispose of any shares of its securities capital stock or any security or other instrument convertible into or exchangeable for shares of its capital stockCommon Stock, in each case, case for a period ending on the earlier of two two-hundred and seventy (270) days after the later of (A) the Initial Closing Date, (B) any Conditional Closing Date (as defined in the Conditional Warrant) or (C) the date on which a registration statement relating to Common Stock issuable upon conversion of this Agreement any of the Initial Shares, the Initial Warrants, the Additional Shares, or the date Additional Warrants is declared effective by the Debentures are redeemed in full Securities and Exchange Commission (the "Lock-Up Period"), except that the Company may (i) issue securities for the aggregate consideration of at least $15 ten million dollars in connection with a bona fide, firm commitment, underwritten public offering under the Securities Act; (ii) may issue shares of Common Stock which are issued in connection with a bona fide transaction involving the acquisition of another business entity or segment of any such entity by the Company by merger, asset purchase, stock purchase or otherwise; (iii) may issue shares of common stock to directors, officers, employees or consultants of the Company for the primary purpose of soliciting or retaining their services in an aggregate amount, together with any New Options (as defined below) vesting or becoming exercisable during the Lock-Up Period, not to exceed 150,000 shares; (iv) may issue shares of Common Stock upon the exercise or conversion of currently outstanding options, warrants and other convertible securities and up to 150,000 shares of Common Stock underlying New Options as provided in clause (v) below; (v) may issue options to purchase shares of its Common Stock to its directors, officers, employees and consultants in connection with its existing stock option plans; provided, that, during the Lock-Up Period, New Options to purchase not more than 150,000 shares of Common Stock shall vest or become exercisable; (vi) may issue Common Stock in connection with a stock split, stock dividend or similar recapitalization of the Company which affects all holders of the Company's Common Stock on an equivalent basis, in each case, without the prior written consent of the Purchaser and (vii) may sell securities if the proceeds of such transaction are applied to redeem in full all of the Debentures. In addition, the Company agrees that it will not cause any shares of its capital stock that are issued in connection with a transaction of the type contemplated by such clause (ii) (or upon the conversion or exercise of other securities that are issued in connection with such transaction) or that were issued in connection with any financing, acquisition or other transaction that occurred prior or subsequent to the date of this Agreement to be covered by a registration statement that is filed with the Commission or declared effective by the Commission prior to until the earlier to occur of the time (A) the Warrants and expiration of the Common Stock underlying Lock-Up Period or (B) the Debentures and the Warrants are covered by a registration statement filed by the Company pursuant to its obligations under the Registration Rights Agreement has been effective under the Securities Act for a period of at least one two-hundred eighty and seventy (180270) days days, during which two hundred seventy (270) day period the Company has shall not have notified the Purchaser that such registration statement or the prospectus included in such registration statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (B) the Debentures are redeemed in full prior to the time a registration statement is declared effectivemisleading.