Excluded Issue Sample Clauses

An Excluded Issue clause defines specific matters or disputes that are not subject to certain contractual processes, such as dispute resolution mechanisms or warranties. For example, it may state that issues related to intellectual property ownership or certain regulatory matters are not covered by the agreement's arbitration provisions. The core function of this clause is to clearly delineate the boundaries of the contract's coverage, ensuring that certain sensitive or complex issues are handled separately or through alternative means, thereby reducing ambiguity and potential conflicts over how such matters should be addressed.
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Excluded Issue. Clause 9 (except this clause 9.9) does not apply to any of the following: (a) (Reorganisation or reconstruction) an issue of Shares under a Reorganisation Event provided that the Reorganisation Event does not dilute the interests of any Shareholders; (b) (Acquisitions/mergers) an issue of Shares in consideration for an acquisition of a company or business by a Group Company that is approved by the Company Board; provided that the Company Board is first satisfied that the issue is made for fair value and is fair and reasonable to all Shareholders.
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Excluded Issue. Clause 12 (except clause 12.9) does not apply to: (a) an issue or sale of Equity Securities in an IPO; (b) an issue of Shares under a Reorganisation Event; (c) an issue of Equity Securities to strategic partners or in connection with the acquisition of a company, assets or technology, in each case as approved by Special Shareholder Approval; or (d) an issue of Equity Securities pursuant to the Employee Incentive Plan, (each being an Excluded Issue).
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Excluded Issue. The Borrower must ensure that each Loan Note is issued in a manner which does not require disclosure to investors under Part 6D.2 of the Corporations A▇▇ ▇▇▇▇ (C'th).
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Excluded Issue. The provisions of this clause 10 (other than clause 10.10) do not apply to any of the following: (a) Subscription - the issue of Shares in accordance with the terms of the Investment Agreement; (b) Consent - an issue of Equity Securities to which Shareholders holding at least 95% of the Share Capital consent in writing; and (c) Management Issue - an issue of Additional Management Equity under clause 11.
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Excluded Issue. The Parties agree to exclude from this settlement the following specifically defined issue: “Did OHSU violate Section 9.1.6 of the Parties’ 2021‐2023 CBA by not paying the Double‐ Time/Voluntary MOV incentive to Resource Nurses for shifts above the Resource Nurse’s minimum required shift (MRS) obligation that the Resource Nurse was scheduled to work before OHSU invoked the Double‐Time/Voluntary MOV incentive? The Resource RN shifts at issue are separate from shifts that were above the Resource Nurse’s MRS obligation that the Resource RN agreed to work and was scheduled to work after OHSU invoked the Double‐Time/Voluntary MOV incentive. Those shifts have already been paid to Resource Nurses at the Double‐Time/Voluntary MOV incentive rate.”
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Excluded Issue. The provisions contained in clauses 14.3 to 14.6 do not apply to an issue of Additional Securities: (a) to a new Employee who is, or will become, employed by a Group Entity as an employee of the Business or a Director (as applicable) and who has been invited to become a Shareholder by the Board, provided that the total number of Shares issued to that Employee is less than 10% of the total number of Shares of the Company from time to time; (b) to any person who is not an employee of a Group Entity, provided that the total number of Shares issued to such persons is less than 10% of the total number of Shares of the Company from time to time; (c) an issue to an Employee who is an employee of a Group Entity or a Director; (d) in connection with the implementation of the Equity Rebalancing Process in accordance with clause 11.2; (e) in connection with the implementation of an Exit Proposal in accordance with clause 12.2; (f) in connection with the exercise of the rights of conversion of the Capital Notes; (g) in connection with the exercise of any rights of conversion under any deferred compensation plan adopted by the Company; or (h) to the ESP Trustee as trustee for the ESP Trust.
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Related to Excluded Issue

  • 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: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Excluded Securities The rights of first offer established by this Section 3 shall have no application to any of the following Equity Securities: (i) up to 100,441,177 shares of Common Stock, and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), issued to employees, officers, directors or strategic partners of, or consultants, advisors, lenders, vendors or lessors to, the Company or any of its subsidiaries pursuant to the Company's stock incentive plans or pursuant to other similar arrangements that are approved by the Board of Directors (including the representatives of the Investors); (ii) [Intentionally Omitted]; (iii) any shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (iv) any Equity Securities that are issued by the Company to the holders of the Company's Common Stock and warrants on a pro rata basis pursuant to a registration statement filed under the Securities Act; (v) any Equity Securities issued pursuant to any rights or agreements outstanding as of the date of this Agreement, or options or warrants outstanding as of the date of this Agreement as set forth in the Schedule of Exceptions to the Purchase Agreement (including Equity Securities issued by the Company pursuant to Nortel Note Exchange Agreement, SDS Note Exchange Agreement, the Series H Share Exchange Agreement, and the Series J Share Exchange Agreement); (vi) Common Stock and warrants (and Common Stock issuable upon exercise of such warrants) issued by the Company pursuant to the Common Stock Purchase Agreement dated as of October 30, 2002, by and between the Company and the entities listed on Exhibit A thereto; or (vii) any Equity Securities issued pursuant to the transactions described in Section 2.5.B(iii)(d) of the Credit Agreement if the proceeds from such issuance are used to prepay the Loans (as defined in the Credit Agreement) and permanently reduce the Commitments (as defined in the Credit Agreement) in accordance with Section 2.5.C. of the Credit Agreement.

  • Excluded Positions When a College temporarily assigns an employee to the duties and responsibilities of a position excluded from the provisions of this Collective Agreement, the employee's obligations to contribute to the regular monthly Union dues under Article 5.4 and his/her seniority shall continue during the period of such temporary assignment up to a maximum period of twelve

  • Excluded Costs The following items are considered general overhead items and shall not be billed to the District: 2.1.6.1 Salaries and other compensation of Developer’s personnel stationed at Developer’s principal office or offices other than the Project Field Office, except as specifically provided in Subparagraphs 2.1.3.2. and 2.1.3.4. 2.1.6.2 Expenses of Developer’s principal office and offices other than the Project Field Office. 2.1.6.3 Overhead and general expenses, except as may be expressly included in this Section 2. 2.1.6.4 Developer’s capital expenses, including interest on Developer’s capital employed for the Work. 2.1.6.5 Costs that would cause the Guaranteed Maximum Price (as adjusted by Change Order) to be exceeded.

  • Excluded Claims This Section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.