Excepted Issuances. For purposes of Section 5.3, “Excepted Issuance” shall mean in respect to: (i) Common Stock or Common Stock Equivalents issued in connection with this Agreement or otherwise related to this Agreement for other or subsequent investors in said offering under the same terms, (ii) the Company’s issuance of Common Stock or Common Stock Equivalents upon the exercise or conversion of options, warrants or convertible notes or other securities, outstanding on the date hereof as specifically described in SEC Reports (but not if the amounts and exercise prices of the same are not both already described in the SEC Reports or if they are subsequently adjusted to an Effective Price below the Per Share Price in this offering) or specifically disclosed herein, (iii) grants or issuances to officers, directors or employees or other service providers in connection with Board approved (including majority of disinterested and independent board members) stock option, stock, incentive or similar plan to the extent that such plan is in effect and has securities remaining issuable under said plan as of the date of this Agreement (iv) the issuance of securities as full or partial consideration in connection with a bona fide merger, asset acquisition, joint venture or reorganization (other than a mere reincorporation transaction) approved by the Board of Directors of the Company and the majority of disinterested members of the Board. For avoidance of doubt, the foregoing Excepted Issuance exceptions shall only apply during the period in which anti-dilution adjustments are made for Lower Price Issuances in accordance with Section 5.3. Common Stock issued or issuable by the Company for services will be deemed to have been issued or to be issued for the value booked in the Company’s public financial statements, or as booked on the recipients 1099 or other tax reporting by the Company in connection with such issuance, whichever is higher.
Excepted Issuances. Convertible Notes and Warrants The Company entered into a series of financing agreements over the last three years under which it issued convertible notes and Class A and Class B Warrants to purchase its common stock. The Company had an aggregate of $3,828,515 in principal outstanding in convertible notes payable and Class A Warrants outstanding to purchase an aggregate of 69,538,349 shares of common stock at exercise prices ranging from $0.035 to $15.00 per share, with expiration dates ranging from April 2011 to July 2015. The Class B Warrants will be issued upon exercise of certain Class A Warrants and have an exercise price of $15.00 per share. Upon exercise of certain Class A Warrants, the Company would have the obligation to issue Class B Warrants to purchase 278,068 shares of common stock at an exercise price of $15.00 per share. Class B Warrants to purchase 35,000 shares of common stock have a three year term and Class B Warrants representing the right to purchase 243,068 shares will expire after five years. Outstanding convertible notes and warrants are as set forth in Schedule 9(p)(v).
Excepted Issuances. Notwithstanding anything in this Agreement to the contrary, no adjustment under this Agreement shall be made, and a Change of Control shall not be deemed to have occurred, in the event of any issuance that constitutes an Excepted Issuance (as defined below).
Excepted Issuances. Excepted issuances shall mean any securities of the Company issued (i) in an underwritten public offering, (ii) as compensation to employees or consultants that would qualify to be registered on a Form S-8 registration statement, (iii) pending issuances listed on Exhibit C hereto (each, an “Excepted Issuance”).
Excepted Issuances. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of (1) the granting or exercise of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (2) the conversion of the Debentures or any Debentures of this series or of any other series or the conversion or exercise of any other security issued by the Company in connection with the offer and sale of the Company's securities pursuant to the Purchase Agreement, (3) the amendment, exercise, conversion or redemption of any Capital Shares Equivalent or Options issued and outstanding on the Original Issue Date, (4) the payment of interest on any Senior Debt in shares of the Company's Common Stock, (5) the issuance of any shares or Capital Shares Equivalent pursuant to the terms of any convertible securities issued and outstanding on the Original Issue Date, or (6) the issuance of securities in connection with acquisitions or strategic investments, the primary purpose of which is not to raise capital. "Senior Debt" shall mean all of the indebtedness identified in Schedule 3.1(x) to the Purchase Agreement.
Excepted Issuances. Notwithstanding anything to the contrary contained in this Section 13, the Company may, from the date hereof, without having to submit a Participation Offer to the holders of Convertible Preferred Stock, issue securities pursuant to any of the Excepted Issuances described in the Charter, as amended and/or restated from time to time.
Excepted Issuances. For purposes of the Transaction Documents, the following shall be deemed to be “Excepted Issuances”: (i) full or partial consideration in connection with a merger, acquisition, consolidation or purchase of substantially all of the securities or assets of any corporation or other entity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital apart from capital necessary to enter into the strategic license agreement or other partnering arrangement, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans approved by the Company’s Board of Directors and described on Schedule 5(d), (iv) the Company’s issuance of Common Stock as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the terms described in the Transaction Documents, (v) the Company’s issuance of Securities at a Closing Date subsequent to December 19, 2007, (vi) an underwritten public offering in connection with which not less than $10,000,000 of gross proceeds is received from such public offering, (vii) capitalization of up to $1,000,000 of existing debt obligations, (viii) as described on Schedule 12(a), (ix) the Company’s issuance of Common Stock as payment of interest under Section 1.2(b) of the Notes, and (x) the Company’s issuance of common stock, warrants or options issued in transactions contemplated by the Exchange Agreement
Excepted Issuances. Each Subscriber is granted the rights described in Section 11 hereof in relation to the additional shares of Common Stock issuable in connection with the adjustment described in this Section 12. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. For purposes of Section 12, “Excepted Issuance” shall mean (i) the Company’s issuance of Common Stock or Common Stock Equivalent described in Reports filed not later than five business days before the Closing Date, and (ii) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement.
Excepted Issuances. The following transactions are considered as Excepted Issuances for the purposes of the Notes: (i) the issuance of Common Stock in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity in which holders of such securities or debt are not granted registration rights, (ii) the issuance of Common Stock or the issuances or grants of options to purchase Common Stock pursuant to the 2006 Stock Option Plan of the Company or any replacement plan or amendment thereto, (iii) the issuance of Common Stock as the result of the exercise of the Warrants or conversion of the Notes granted or issued pursuant to this Agreement, (iv) the issuance of Common Stock as the result of the exercise of warrants to purchase 488,170 shares of Common Stock granted to Xxxx Xxxxxxx originally through New Era Studios, Inc. as assumed by the Company, (v) the issuance of Common Stock for the payment of any interest on the Notes or (vi) the issuance or grant of convertible notes or warrants to placement agents in connection with the Transaction Documents. [THIS SPACE INTENTIONALLY LEFT BLANK] Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. SILVERGRAPH INTERNATIONAL, INC., a Nevada corporation _______________________________________ By: Xxxxx X. Xxxxxxx, Chief Executive Officer Dated: 2007 SUBSCRIBER: ORIGINAL PRINCIPAL AMOUNT OF NOTE SUBSCRIBED FOR: (Signature) ______________________ $_______________ (Print Name) ______________________ (Address): ______________________ ______________________ (Fax Number): ______________________ (Telephone No.): ______________________ (Name of holder if Securities to be held by individual / entity other than Subscriber) ______________________ LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Note EXHIBIT A THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, ASSIGNED OR TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (B) EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATI...
Excepted Issuances. The Parties agree that the terms of Section 6.1 shall not apply to: (i) the issuance or grant of New Securities pursuant to any Management Equity Incentive Plan or to officers, employees or consultants of any member of the Group or other persons having a relationship with the Group pursuant to individual employment arrangements or any other equity-based employee benefits plan or arrangement, in each case that has been approved by the Holdco Board; (ii) the issuance or sale of New Securities to a seller or its designee in connection with and as consideration for Holdco's direct or indirect acquisition by merger or other business combination or otherwise of any Person, business or assets, which acquisition has been approved by the Holdco Board; (iii) the issuance or sale of New Securities to financial institutions, commercial lenders or other debt providers or their designees, in connection with commercial loans or other debt financing by such financial institutions, commercial lenders or other debt providers, which are approved by the Holdco Board; (iv) the issuance or sale of New Securities pursuant to any joint venture, partnership or other strategic transaction approved by the Holdco Board; (v) the issuance of New Securities pursuant to the terms of options or convertible or exchangeable securities or other similar securities which have been issued, sold or granted in compliance with this Article VI; (vi) the issuance of New Securities pursuant to an IPO or other Public Offering; and (vii) the issuance of New Securities in connection with any pro rata stock split or stock dividend or any Reorganization Transaction. ARTICLE VII
