Common use of Senior Securities Clause in Contracts

Senior Securities. (a) Subject to Section 8.8(b), the Company shall maintain the senior status of the Series A Preferred such that it shall rank senior in all respects, including the payment on liquidation and redemption, to all other equity securities of the Company. (b) Notwithstanding the foregoing Section 8.8(a): (i) the Company may issue up to $10,000,000 of Preferred Stock, with pricing terms that are no more favorable than those of the Series A Preferred, to either: (A) a Strategic Investor, provided that (I) such Preferred Stock may rank either senior to or pari passu with the Series A Preferred; and provided further that the Company shall use its reasonable best efforts in its negotiations with such Strategic Investor to have the Preferred Stock rank pari passu with (instead of senior to) the Series A Preferred and (II) the Company shall permit the ▇▇▇▇▇▇▇ Funds to be involved in such issuance of Preferred Stock to such Strategic Investor, or (B) a Financial Investor; provided that such Preferred Stock shall rank either pari passu with or junior to the Series A Preferred; and (ii) the Company may issue up to an additional $10,000,000 of Preferred Stock ranking pari passu with the Series A Preferred; provided that the conversion price per share of Common Stock into which such Preferred Stock is convertible is at least 145% of the Conversion Price of the Series A Preferred (as defined in the Articles Supplementary) at the time of issuance of such Preferred Stock.

Senior Securities. (a) Subject to Section 8.8(b), the Company shall maintain the senior status of the Series A Preferred such that it shall rank senior in all respects, including the payment on liquidation and redemption, to all other equity securities of the Company. (b) Notwithstanding the foregoing Section 8.8(a): (i) the Company may issue up to $10,000,000 of Preferred Stock, with pricing terms that are no more favorable than those of the Series A Preferred, to either: (A) a Strategic Investor, provided that (I) such Preferred Stock may rank either senior to or pari passu with the Series A Preferred; and provided further that the Company shall use its reasonable best efforts in its negotiations with such Strategic Investor to have the Preferred Stock rank pari passu with (instead of senior to) the Series A Preferred and (II) the Company shall permit the ▇▇▇▇▇▇▇ Fleming Funds to be involved in such issuance of iss▇▇▇▇▇ ▇f Preferred Stock to such Strategic Investor, or (B) a Financial Investor; provided that such Preferred Stock shall rank either pari passu with or junior to the Series A Preferred; and (ii) the Company may issue up to an additional $10,000,000 of Preferred Stock ranking pari passu with the Series A Preferred; provided that the conversion price per share of Common Stock into which such Preferred Stock is convertible is at least 145% of the Conversion Price of the Series A Preferred (as defined in the Articles Supplementary) at the time of issuance of such Preferred Stock.