Excluded Issuances. For purposes of this Warrant, the term “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section (f)(ii), whether or not subsequently reacquired or retired by the Company other than (1) shares of Common Stock issued upon exercise of this Warrant; and (2) shares of Common Stock issued pursuant to the exercise of options, warrants or convertible securities outstanding as of the date this Warrant is issued.
Excluded Issuances. The rights of the Investors under this Article III shall not apply to:
Excluded Issuances. The participation rights set forth in this Section 9 shall not apply to the following issuances (the “Excluded Issuances”): (i) the sale of the Securities under this Agreement or the issuance of the Underlying Securities, (ii) the grant by the Company of equity issuances under its equity incentive and stock option plans, including any such plans approved by the Company’s Board of Directors and stockholders in the future, (iii) the grant or issuance by the Company of Common Stock options or warrants to as full or partial payment of a customary advisory fee payable to a nationally recognized bank or investment bank in connection with a strategic transaction or financing, (iv) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (provided that the terms of such options or warrants are not amended or modified in any manner after the date hereof) or an option or warrant issued or granted in compliance with this paragraph, (v) shares issued pursuant to the Company’s Employee Stock Purchase Plan, (vi) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization of the Company, (vii) shares of Common Stock or warrants issued in connection with the acquisition by the Company of any corporation or other entity or assets of any corporation or other entity occurring after the Closing Date, (viii) shares of Common Stock or warrants issued in connection with a joint venture, strategic alliance or other commercial relationship, the primary purpose of which is not to raise equity capital, (ix) shares of Common Stock pursuant to a bona fide firm commitment underwritten public offering with gross proceeds to the Company of at least $30 million with a nationally recognized underwriter, and (x) securities issued in a registered direct public offering pursuant to the Company’s currently effective shelf registration statement with gross proceeds to the Company of at least $30 million.
Excluded Issuances. For purposes of this Fifth Amended and Restated Warrant, the term “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section (f)(ii), whether or not subsequently reacquired or retired by the Company other than (1) shares of Common Stock issued upon exercise of this Fifth Amended and Restated Warrant; and (2) shares of Common Stock issued pursuant to the exercise of options, warrants or convertible securities outstanding as of the date this Fifth Amended and Restated Warrant is issued.
Excluded Issuances. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Warrant Price (x) where such an adjustment would be duplicative of another adjustment of the Warrant Price resulting from the same event that is made pursuant to other provisions of this Warrant or (y) in the case of (i) capital stock, Options or Convertible Securities issued or issuable to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company pursuant to any employee benefit plans or programs approved by the Board or any committee thereof; (ii) capital stock, Options or Convertible Securities issued or issuable to landlords or in connection with bank debt or equipment leases, (iii) capital stock, Options or Convertible Securities issued or issuable to collaborative partners in licensing or partnering transactions (the primary purpose of which is not to raise equity capital); (iv) shares of Common Stock issued or issuable upon the conversion of the Company's Series A-1 Preferred Stock, (v) shares of Common Stock issued or issuable upon the conversion or exercise of Options or Convertible Securities outstanding on the date hereof, and (vi) shares of Common Stock issued or issuable by reason of a dividend, stock split or other distribution payable pro rata to all holders of Common Stock (but only to the extent that such a dividend, split or distribution results in an adjustment in the Warrant Price pursuant to the other provisions of this Warrant) (collectively, "Excluded Issuances").
Excluded Issuances. The rights of the Institutional Investors under ------------------ this Article IV shall not apply to:
Excluded Issuances. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the Warrant Number in the case of the following issuances or deemed issuances of Common Stock from and after the date hereof: (i) issuances upon the exercise or conversion of any Convertible Securities granted, issued and outstanding on or prior to the date hereof; (ii) issuances upon the grant or exercise of any stock or options which have been or may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company, so long as such agreement, arrangement or plan was or is approved by a majority of the independent members of the Board of Directors of the Company or a majority of the members of a committee of independent directors established for such purpose; (iii) issuances of securities as consideration for a merger or consolidation with, or purchase of assets from, a non-Affiliated third party or in connection with any strategic partnership or joint venture with a non-Affiliated third party; and (iv) shares of Common Stock issued (or issuable upon exercise, exchange or conversion of rights, options or warrants outstanding from time to time) which the Holders of a majority of the Warrants elect to treat as an excluded issuance hereunder.
Excluded Issuances. Section 3.2(d) of the Rights Agreement is hereby replaced in its entirety to read as follows: “up to 6,433,620 shares of Common Stock (inclusive of shares of Common Stock or options granted prior to April 24, 2017 under a plan), or options exercisable therefor (subject to appropriate adjustment for stock splits, stock dividends, reclassifications, recapitalizations and other similar events affecting such shares), plus such additional number of shares as may be approved by the Board of Directors of the Company, issued or issuable to officers, directors, consultants and employees of the Company or any subsidiary pursuant to any plan, agreement or arrangement approved by the Board of Directors of the Company;”
Excluded Issuances. The Purchase Right shall not apply to the issuance of securities:
Excluded Issuances. The Purchase Right shall not apply to the issuance of securities: (i) to employees, individuals who are members of Graphite’s Board of Directors as of the time of issuance, and service providers to Graphite pursuant to a plan, agreement or arrangement approved by Graphite’s Board of Directors; (ii) as additional consideration in lending or leasing transactions; (iii) to an entity pursuant to an arrangement that Graphite’s Board of Directors determines in good faith is a strategic partnership or similar arrangement of Graphite (i.e., an arrangement in which the transaction in which such entity purchases securities is not primarily for the purpose of financing Graphite); or (iv) to owners of another entity in connection with the acquisition of that entity by Graphite.
