Excluded Issuance Sample Clauses

Excluded Issuance. For purposes of this Agreement, the term “Excluded Issuance” shall mean and include any of the following:
Sample 1
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Excluded Issuance. Each of the following will be an "Excluded Issuance":
Sample 1
Excluded Issuance. If after the date of this Agreement the Company proposes to issue New Securities in excess of ten percent (10%) of the Shares of Then Outstanding Common Stock the Company shall, in its sole discretion, either (i) grant the Purchaser parties a right to purchase a portion of the New Securities to be issued (a “Participating Issuance”) or (ii) not grant the Purchaser Parties a right to purchase a portion of the New Securities to be issued (an “Excluded Issuance”). The parties hereto agree that if the Company does not grant the Purchaser Parties a reasonable opportunity to purchase a portion of New Securities that would allow the Purchaser Parties to maintain the Highest Percentage Threshold, such opportunity to be provided on the same terms and with the same notice that the New Securities are offered to other purchasers of such New Securities, and the aggregate percentage ownership of the Purchaser Parties is diluted below the Highest Percentage Threshold as a result of such issuance, the Purchaser Parties shall not forfeit their rights under Section 3.1 and the Highest Percentage Threshold shall be adjusted to the Purchaser Parties’ aggregate percentage ownership of the Shares of Then Outstanding Common Stock immediately following such Excluded Issuance.
Sample 1

Related to Excluded Issuance

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Exempt Issuance Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of an Exempt Issuance.

  • Excluded Securities The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • VALID ISSUANCES The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due xxxx or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • Qualified IPO “Qualified IPO” shall mean a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Parent Common Stock (other than a registration on Form X-0, Xxxx X-0 or comparable or successor forms), with aggregate gross proceeds (prior to underwriters’ commissions and expenses) to Parent of more than $20,000,000 and a per share price of not less than $2.4051.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except:

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