Prohibited Issuances. Notwithstanding anything to the contrary in this Agreement, from and after the first occurrence of a Triggering Event, any Rights that are or were acquired or Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person) who becomes a transferee after the Acquiring Person becomes such (a “Post-Event Transferee”), (iii) a transferee of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding whether or not in writing regarding the transferred Rights or (B) a transfer that the Board has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e) (a “Pre-Event Transferee”), (iv) any subsequent transferee receiving transferred Rights from a Post-Event Transferee or a Pre-Event Transferee, either directly or through one or more intermediate transferees (a “Subsequent Transferee”), or (v) any nominee of any of the foregoing will, in each case, become null and void without any further action, and no holder (whether or not such holder is an Acquiring Person or an Affiliate or Associate of an Acquiring Person) of such Rights will have any rights whatsoever (including the right to exercise) with respect to such Rights or any Rights Certificates that formerly evidenced such Rights, whether pursuant to any provision of this Agreement or otherwise. From and after the first occurrence of a Triggering Event, no Rights Certificate will be issued pursuant to this Agreement (including to an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing) that represents one or more Rights that are or have become void pursuant to this Section 7(e) or with respect to any Common Shares otherwise deemed to be Beneficially Owned by any of the foregoing, and any Rights Certificate delivered to the Rights Agent that represents Rights that are or have become null and void pursuant to...
Prohibited Issuances. No L/C Issuer shall issue any Letter of Credit, if:
Prohibited Issuances. As long as any portion of this Warrant remains outstanding, the Company shall not, and shall not permit any of its subsidiaries (whether or not a Subsidiary on the Closing Date) to, directly or indirectly, without the prior written consent of the Holder, other than an Exempt Issuance, sell or grant any option to purchase or sell or otherwise dispose of or issue any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Exercise Price (such an issuance, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance in violation of this Section. ******************** (Signature Pages Follow)
Prohibited Issuances. Until (1) the Stockholder Approval is obtained and (2) sufficient shares of Common Stock are reserved for issuance such that the Company is in compliance with Section 9 of the Certificate of Designations and Section 3.1 of the Warrant Agreement with respect to each Stockholder, the Company agrees that it shall not issue or undertake to issue any additional shares of Common Stock or any equity awards or any securities convertible into or exchangeable for shares of Common Stock without the consent of the holders of a majority of the voting power of the shares of Series B Preferred Stock (a “Majority-in-Interest”); provided, however, that (i) the foregoing shall not prohibit the Company from issuing shares of Common Stock in connection with the conversion or exchange or exercise of any securities of the Company outstanding on the date hereof and (ii) the Company may grant awards with respect to the 1,926,561 shares of Common Stock available for issuance under the Company’s 2008 Equity Incentive Plan (any shares previously granted that have been forfeited and are made available by the Board under the 2008 Equity Incentive Plan shall increase the amount available under this proviso).
Prohibited Issuances. The Company shall not issue any Common Shares, or warrants, options or any other securities convertible or exchangeable for Common Shares, at a price per Common Share that is less than the Conversion Price (as defined in the Debenture) until 60 days after the Initial Closing Date.
Prohibited Issuances. Regardless of the foregoing, no New Securities may be offered or sold to a Competitor of the Company without the prior written consent of the Common Director and the prior written consent of the holders of a majority of the Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares.
Prohibited Issuances. Until the first date on which the Applicable Percentage is less than twenty percent (20%), without the Investor’s prior written consent, the Company shall not issue Capital Securities in one or more series to any Person which issuance(s) would (whether by the terms of such Capital Securities, by any agreement entered into with the holder(s) thereof or otherwise):
Prohibited Issuances. Notwithstanding the provisions of this Article 5, no Group Company shall sell or issue any Offered Securities if such sale and issuance, together with Bxxxxxx’x exercise of rights under this Article 5, constitutes or would reasonably be likely to result in a Prohibited Ownership Change.
