Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares into which such Class B Shares are convertible) issued to the Sponsor prior to the IPO, the private placement warrants sold to the Sponsor or its affiliates in connection with the IPO (the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.00 per warrant), any securities issued by the Company as consideration to any seller in the Business Combination, and any Class A Shares, Class B Shares (and Class A Shares into which such Class B Shares are convertible) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with Forward Contract Parties.
Excluded Securities. The preemptive rights established by this Section 5 shall have no application to any of the following Equity Securities:
Excluded Securities. No Securities that have been transferred by the Selling Vestar Holder or an Other Holder in a Transfer pursuant to the provisions of Section 3.3(a) (“Excluded Securities”) shall be subject again to the restrictions set forth in Section 3.3(a), nor shall any Securityholder holding Excluded Securities be entitled to exercise any rights as an Other Holder under Section 3.3(a) with respect to such Excluded Securities, and no Excluded Securities held by a Selling Vestar Holder or any Other Holder shall be counted in determining the respective participation rights of such Holders in a Transfer subject to Section 3.3(a).
Excluded Securities. For purposes hereof, the term “Excluded Securities” means any warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.50 per warrant), and any securities issued by the Company as consideration to any seller in the Business Combination or in satisfaction for any amounts owed by or claims against the Company.
Excluded Securities. The Purchase Rights established by this Section 9 shall have no application to any of the following Equity Securities (collectively, the “Excluded Securities”):
Excluded Securities. Notwithstanding anything herein to the contrary, the Exercise Price shall not be adjusted pursuant to this Section 7.2 by virtue of the issuance and/or sale of "Excluded Securities", which means the following: (a) Shares issuable upon the exercise of the Warrants; (b) up to 682,185 Shares, Options or Convertible Securities to be issued and/or sold to employees, advisors (including, without limitation, financial, technical and legal advisers), directors, or officers of, or consultants to, the Company or any of its subsidiaries pursuant to a share grant, share option plan, share purchase plan, pension or profit sharing plan or other share agreement or arrangement existing as of the date hereof and which has been approved by the stockholders of the Company; (c) the reissuance of any expired and unexercised, cancelled or forfeited Options under any plan referred to in subsection 7.2.5.(b) above; (d) the issuance of Shares, Options and/or Convertible Securities pursuant to Options and Convertible Securities outstanding as of the date of this Agreement (including, without limitation, Shares issuable upon conversion of the Company's Series A Preferred Stock issued as of the date hereof); (e) the issuance of Shares, Options or Convertible Securities as a share dividend or upon any subdivision or combination of Shares or Convertible Securities; or (f) Shares or Convertible Securities issued and sold by and for the account of the Company pursuant to an effective registration statement filed by the Company pursuant to the Securities and Exchange Act of 1934, as amended. For all purposes of this Section 7.2, all Shares which are Excluded Shares shall be deemed to have been issued for an amount of consideration per Share equal to the Exercise Price in effect at the time of such issuance.
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to the issuance of any of the following Equity Securities:
Excluded Securities. The participation rights set forth in this Section 4 shall not apply to the following Equity Securities:
Excluded Securities. The rights under this Section 6 shall not apply to the following securities issued by the Company or any of its Subsidiaries at any time in compliance with this Agreement (the “Excluded Securities”):