Common use of Restriction on Continuous Offerings Clause in Contracts

Restriction on Continuous Offerings. Notwithstanding the restrictions contained in Section 3.18.1, the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, neither the Company nor any Subsidiary will, for a period of twelve (12) months after the date of this Agreement, directly or indirectly effect or enter into any Variable Rate Transaction.” “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock or any other equity security of the Company or any Subsidiary either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an “at-the-market” sales agreement or equity line of credit, whereby the Company may issue securities at a future determined price.

Restriction on Continuous Offerings. Notwithstanding the restrictions contained in Section 3.18.1, the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, neither the Company nor any Subsidiary will, for a period of twelve three (123) months after the date of this Agreement, directly or indirectly effect or enter into any Variable Rate Transaction.” “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock or any other equity security of the Company or any Subsidiary either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an “at-the-market” sales agreement or equity line of credit, whereby the Company may issue securities at a future determined price.