Common use of Subsequent Registrations Clause in Contracts

Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities (including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the later to occur of the Effectiveness Date (as defined in the Registration Rights Agreement) and the date that the Commission first declares effective an Underlying Shares Registration Statement, except (i) the granting of options or warrants to employees, consultants, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible securities of the Company, in each case only if such security is disclosed in Schedule 2.1(c), (iii) shares of Common Stock or Common Stock Equivalents (as defined in the Debentures) permitted to be issued without giving rise to an Event of Default under Sections 3(a)(xii) or 3(a)(xiii)(a) of the Debentures, and (iv) shares of Common Stock issuable upon conversion of Debentures, as payment of interest thereon and upon exercise of the Warrants in accordance with the Debentures or the Warrants.

Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities (including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the later to occur of the Effectiveness Date (as defined in the Registration Rights Agreement) and the date that the Commission first declares effective an Underlying Shares Registration Statement, except (i) the granting of options or warrants to employees, consultants, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible securities of the Company, in each case only if such security is disclosed in Schedule SCHEDULE 2.1(c), (iii) shares of Common Stock or Common Stock Equivalents (as defined in the Debentures) permitted to be issued without giving rise to an Event of Default under Sections 3(a)(xii) or 3(a)(xiii)(a) of the Debentures, and (iv) shares of Common Stock issuable upon conversion of Debentures, as payment of interest thereon and upon exercise of the Warrants in accordance with the Debentures or the Warrants, respectively, unless (A) the Company delivers to the Purchasers a written notice (the "SUBSEQUENT PLACEMENT NOTICE") of its intention effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Trading Day after their receipt of the Subsequent Placement Notice of their willingness to cause the Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on the same terms set forth in the Subsequent Placement Notice. If the Purchasers shall fail to notify the Company of their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; PROVIDED, that the Company shall provide the Purchasers with a second Subsequent Placement Notice, and the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate principal amount of Debentures purchased by the Purchasers under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice.

Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities (including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the later to occur of the Effectiveness Date (as defined in the Registration Rights Agreement) and the date that the Commission first declares effective an Underlying Shares Registration Statement, except (i) the granting of options or warrants to employees, consultants, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible securities of the Company, in each case only if such security is disclosed in Schedule 2.1(c), (iii) shares of Common Stock or Common Stock Equivalents (as defined in the Debentures) permitted to be issued without giving rise to an Event of Default under Sections 3(a)(xii) or 3(a)(xiii)(a) of the Debentures, and (iv) shares of Common Stock issuable upon conversion of Debentures, as payment of interest thereon and upon exercise of the Warrants in accordance with the Debentures or the Warrants.. Secured Convertible Debenture Purchase Agreement

Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities (including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent PlacementSUBSEQUENT PLACEMENT") for a period of 180 days after the later to occur of the Effectiveness Date (as defined in the Registration Rights Agreement) and the date that the Commission first declares effective an Underlying Shares Registration Statement, except (i) the granting of options or warrants to employees, consultants, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible securities of the Company, in each case only if such security is disclosed in Schedule SCHEDULE 2.1(c), (iii) shares of Common Stock or Common Stock Equivalents (as defined in the Debentures) permitted to be issued without giving rise to an Event of Default under Sections 3(a)(xii) or 3(a)(xiii)(a) of the Debentures, and (iv) shares of Common Stock issuable upon conversion of Debentures, as payment of interest thereon and upon exercise of the Warrants in accordance with the Debentures or the Warrants, respectively, unless (A) the Company delivers to the Purchasers a written notice (the "SUBSEQUENT PLACEMENT Notice") of its intention effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Trading Day after their receipt of the Subsequent Placement Notice of their willingness to cause the Purchasers to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on the same terms set forth in the Subsequent Placement Notice. If the Purchasers shall fail to notify the Company of their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; PROVIDED, that the Company shall provide the Purchasers with a second Subsequent Placement Notice, and the Purchasers shall again have the right of first refusal set forth above in this paragraph (a), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within thirty (30) Trading Days after the date of the initial Subsequent Placement Notice with the Person (or an Affiliate of such Person) identified in the Subsequent Placement Notice. If the Purchasers shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Purchaser shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Purchaser's pro rata portion of the aggregate principal amount of Debentures purchased by the Purchasers under this Agreement, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice.

Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities (including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the later to occur of the Effectiveness Date (as defined in the Registration Rights Agreement) and the date that the Commission first declares effective an Underlying Shares Registration Statement, except (i) the granting of options or warrants to employees, consultants, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible securities of the Company, in each case only if such security is disclosed in Schedule 2.1(c), (iii) shares of Common Stock or Common Stock Equivalents (as defined in the Debentures) permitted to be issued without giving rise to an Event of Default under Sections 3(a)(xii) or 3(a)(xiii)(a) of the Debentures, and (iv) shares of Common Stock issuable upon conversion of Debentures, as payment of interest thereon and upon exercise of the Warrants in accordance with the Debentures or the Warrants.