Common use of Distributions; Investments Clause in Contracts

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, including the payment of cash in lieu of fractional shares in connection therewith, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; year or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock/shares provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock/shares; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock stock/share repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereofthereof and purchase fractional shares in connection therewith, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate lesser of One Hundred Thousand (A) Two Million Dollars ($100,000.002,000,000) per fiscal yeartwelve-month period or (B) fifty percent (50%) of the net cash proceeds of an equity financing concurrent with such stock repurchase; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements (or similar agreements agreements) so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted InvestmentsInvestments or as permitted under Section 7.3, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided (provided, that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; , and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its outstanding convertible securities into other equity securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in shares of common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; and (iv) subject to the notice and mandatory payment provisions of Section 2.5 hereof, Borrower may repurchase capital stock pursuant to the terms of its Charter; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its capital stock provided stock; provided, that (i) Borrower Parent may convert any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower Parent may pay dividends solely in common stock; and , (iii) Borrower Parent may repurchase the stock of current or former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an no Default or Event of Default does not exist exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided provided, that such repurchase does repurchases do not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00) [***] per fiscal year; , or (iv) Subsidiaries of Parent may make distributions to Parent or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Fifty Thousand Dollars ($100,000.00150,000) per fiscal year;; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock/shares provided that (i) Borrower Guarantor may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower Guarantor may pay dividends solely in common stock/shares; and (iii) Borrower Guarantor may repurchase the stock of former directors, employees or consultants pursuant to stock stock/share repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; and (iv) Guarantor may make dividends or distributions to any Borrower; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, ; provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Co-Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Co-Borrower may pay dividends solely in common stock; and (iii) Co-Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, officers, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of One Hundred Fifty Thousand Dollars ($100,000.0050,000) in cash per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; and (iv) pay de minimus cash in lieu of issuing fractional shares; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay pay any dividends or make any distribution or payment on account of or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert or exchange any of its convertible equity securities into or for other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and , (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does repurchases do not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00) in the aggregate per fiscal year, (iv) Borrower may pay dividends or make distributions or payments to any other Borrower; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees officers, directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Five Hundred Thousand Dollars ($100,000.00500,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; , and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Five Hundred Thousand Dollars ($100,000.00500,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or as permitted under Section 7.3, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock or membership interests, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; (iii) make cash payments in lieu of fractional shares; and (iiiiv) Borrower may repurchase the stock of former directorsits stock, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any cash dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that Borrower may (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; stock and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Fifty Thousand Dollars ($100,000.00150,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, ; (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees, directors, employees officers or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal yeartwelve month period; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Five Hundred Thousand Dollars ($100,000.00500,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments), or permit any of its Subsidiaries to do so, in each case, other than Permitted Investments.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that Borrower may (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock and/or preferred stock; , and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to the terms of employee stock repurchase agreements purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plans, or similar agreements plans so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Five Hundred Thousand Dollars ($100,000.00500,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that Borrower may (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereofthereof and pay cash in lieu of the issuance of fractional shares in connection with such conversion, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; or (biv) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries repurchase equity securities to do so.the extent that such repurchase is deemed to 13 39271280

Distributions; Investments. (a) Pay any dividends or make any distribution or payment on account of or redeem, retire or purchase any capital stock other than Permitted Investments, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; , and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Fifty Thousand Dollars ($100,000.0050,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do soso other than Permitted Investments.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees officers, directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Fifty Thousand Dollars ($100,000.00150,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that Borrower may (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereofthereof and paying cash in lieu of fractional shares in connection with any such conversion, (ii) Borrower may pay dividends solely in common stock; and , (iii) Borrower may repurchase the stock of current or former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that Borrower may (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and , (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to employee stock repurchase agreements purchase plans, restricted stock agreements, rights or first refusal or other similar agreements so long as (A) an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase; and (B) at the time of and immediately after giving effect to any such repurchase, provided such repurchase does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00) per fiscal yearBorrower has an Adjusted Quick Ratio equal to or greater than 1.75:1.00; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any additional Investment in any SubsidiarySubsidiary or pursuant to a Division) other than Permitted Investments, or permit any of its Subsidiaries to do so.”

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common capital stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to board-approved stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Five Hundred Thousand Dollars ($100,000.00500,000) per fiscal year; or (b) other than in accordance with Section 7.3 hereof, directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as (x) an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided and (y) after giving effect to such repurchase does repurchase, Borrower shall have an Adjusted Quick Ratio of not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00) per fiscal yearless than 1.25 to 1.00; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.”

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof; provided no cash payments are made in connection therewith, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former directors, or current employees or consultants pursuant to stock repurchase agreements or similar agreements and stock incentive compensation programs, so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; , and (iii) Borrower may repurchase the stock of former employees, directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees, directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, ; (ii) Borrower may pay dividends solely in common stock; (iii) Borrower may consummate the Tender Offer and (iiiiv) Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of One Hundred Fifty Thousand Dollars ($100,000.0050,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Co-Borrower may convert any of its convertible conve1tible securities into other securities pursuant to the terms of such convertible conve1tible securities or otherwise in exchange thereof, (ii) Co-Borrower may pay dividends solely in common stock; and (iii) Co-Borrower may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Fifty Thousand Dollars ($100,000.0050,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; , and (iii) Borrower may repurchase the stock of former directorsemployees, employees directors or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchase repurchases does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00100,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its capital stock provided stock; provided, that (i) Borrower Parent may convert any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower Parent may pay dividends solely in common stock; and , (iii) Borrower Parent may repurchase the stock of former directors, employees or consultants pursuant to stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided provided, that such repurchase does repurchases do not exceed in the aggregate of One Hundred Thousand Dollars ($100,000.00) 50,000 per fiscal year; year or (iv) Subsidiaries of Parent may make distributions to Parent, Lender or an Affiliate of Lender or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.