Offering Restriction Sample Clauses

Offering Restriction. Until the later of (i) the effective date of the S-3 Registration Statement or such other form of registration statement described in Section 10.1(iv) hereof, or (ii) 180 days after the Closing Date, and so long as Subscriber is not in default under Section 11.2, the Company and its subsidiaries will not issue any equity, or convertible debt or other securities or conduct any public or private offering without the consent of the Subscribers holding a majority of the outstanding principal amount of the Notes issued in the $1,500,000 offering to which this Subscription Agreement relates, if such offering would or could result in the issuance of Common Stock or any other security of the Company that would be freely tradable on the books of the Company, with or without registration with the Securities and Exchange Commission or in reliance on any exemption from registration prior to the effective date of a Registration Statement described in Sections 10.1(i) or 10.1(iv) relating to all the Registrable Securities. The foregoing notwithstanding, the Company may raise no more than $1,000,000 in non-convertible debt financing on reasonable commercial terms. In such event, the security interest to be granted to the Subscriber in the Company's assets will be subordinate to such $1,000,000 financing. Subscriber must be given not less than seven (7) business days prior notice of such financing.

Offering Restriction. Until 270 days after the delivery of all Common Stock issuable upon Reset pursuant to Section 9 hereof, the Company and its subsidiaries will not issue any equity, or convertible debt or other securities or conduct any public or private offering without the consent of the Subscriber if such offering would or could result in the issuance of Common Stock or any other security of the Company that would be freely tradable on the books of the Company, with or without registration with the Securities and Exchange Commission or in reliance on any exemption from registration prior to the effective date of a Registration Statement described in Section 10.1(iv) relating to all the Registrable Securities. The foregoing restriction shall not apply in connection with an offering, to raise no more than $5,500,000 on terms more favorable to the investor, than the terms described herein, for the sole purpose of purchasing the Wexford BCAM interest.

Offering Restriction. Until the later of (i) 90 days after the effective date of the SB-2 Registration Statement or such other form of registration statement described in Section 10.1(iv) hereof, or (ii) 270 days after the Closing Date, and so long as Subscriber is not in material default under Section 11.2, the Company and its subsidiaries will not issue any equity, or convertible debt or other securities other than pursuant to Section 11.1(b) without the consent of the Subscribers investing a majority of the Purchase Price of the subscriptions in the $2,500,000 offering to which this Subscription Agreement relates, if such offering would or could result in the issuance of Common Stock or any other security of the Company that would be freely tradable on the books of the Company, with or without registration with the Securities and Exchange Commission or in reliance on any exemption from registration prior to 90 days after the effective date of a Registration Statement described in Sections 10.1(i) or 10.1(iv) relating to all the Registrable Securities.

Offering Restriction. The Company shall not issue any securities convertible, exchangeable or exercisable for shares of Common Stock for a period of 60 days after the Registration Statement described in Section 9.1(d) has been declared effective without the prior written consent of the Purchasers which shall not be unreasonably withheld.

Offering Restriction. Until the effectiveness of the Bylaw Amendment (“Restriction Period”), the Company shall not enter into an agreement to nor issue any equity, options, warrants, rights, convertible debt or other securities convertible into or exchangeable for Common Stock or other equity of the Company (whether exercisable or convertible during the Restriction Period or otherwise) at an effective price of less than $0.15 per share of Common Stock (giving effect to any splits or similar adjustments), nor modify any of the foregoing which may be outstanding during the Restriction Period if the effect of such modification would be to reduce to effective price of such Common Stock to less than $0.15 per share, without the prior written consent of the Purchasers, which consent may be withheld for any reason (treating the effective price as the sum of the price of such instrument and any additional consideration payable upon conversion or exercise).