Excluded Transactions Sample Clauses

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:
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Excluded Transactions. The terms and conditions of this disclosure only apply to those services and transfers which are electronic funds transfers as described in Section 4. The terms and conditions of this disclosure do not apply to other transactions which, although electronic in nature, do not constitute electronic funds transfers described in that section.
Excluded Transactions. The provisions of this Section 5 shall not apply to Issuances by the Company or any subsidiary of the Company as follows:
Excluded Transactions. Notwithstanding the foregoing, Sections ---------------------- -------- 4(c), (d) or 4(e) above shall not apply to: (i) the Company's offering of ---- --- ---- up to 750,000 shares of Series A Convertible Preferred Stock, with related Series A Warrants and Series B Warrants, and up to 76,201 shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, in the aggregate, pursuant to the Securities Purchase and Share Exchange Agreement of even date herewith (the "OFFERING"); (ii) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries for services rendered pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the Company (including 5,000 shares of Common Stock per month issued or issuable to a third party in connection with the provision of guarantees for certain obligations of the Company); (iii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iv) shares of Common Stock issued in connection with any stock split or stock dividend; (v) the issuance of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant in connection with the Offering; (vi) the issuance of shares of Common Stock upon conversion or exercise, as applicable, of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant in connection with the Offering, in each case, provided the issuance is pursuant to the terms of such option or convertible security; (vii) warrants issued to Midtown Partners & Co., LLC, as placement agent in connection with Offering, and shares of Common Stock issued in connection with the exercise thereof; (viii) shares of Common Stock issued or issuable in connection with a bona fide joint venture or business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise; provided that any such issuance is approved by the Board of Directors, and, at the time of such issuance, the aggregate of that issuance and similar issuances in the then preceding twelve (12) month period shall not exceed ten percent (10%) of the then-outsta...
Excluded Transactions. Notwithstanding the foregoing, Sections 4(d) or 4(e) above shall not apply to: (i) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the Company; provided that, at the time of any such issuance under clause (i) above, the aggregate of such issuances under clause (i) in the then preceding 12 month period shall not exceed 3,000,000 shares of Common Stock of the Company (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); provided, further that, the aggregate issuance after the date of this Agreement shall not, in any event, exceed 5,580,000 (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iii) shares of Common Stock issued in connection with any stock split or stock dividend of the Company; (iv) the issuance of shares of Common Stock of the Company in connection with a bona fide joint venture or business acquisition of or by the Company approved by the Board of Directors, whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise; provided that, at the time of any such issuance under clause (iv) above, the aggregate of such issuances under clause (iv) in the preceding 12 month period shall not exceed 10% of the then outstanding Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities); (v) the issuance of Series A Preferred Stock and Series A, Series B, Series C or Series BD Warrants in connection with the prior merger of CMNW Acquisition Corp., a Nevada corporation, with and into OrthoSupply Management, Inc., a Delaware corporation (“OrthoSupply”), resulting in OrthoSupply becoming a wholly-owned subsidiary of the Company (such merger transaction, the “Reverse Merger”); (vi) the issuance of 680,000 shares of Common Stock to Midtown Partners & Co., LLC in connection with the Reverse Merger; (vii) the issuance of 150,000 shares of Common Stock to Firle Trading S.A in connection with the Reverse Merger; (viii) the issuance of 450,000 shares of Common St...
Excluded Transactions. The preceding provisions of this Section 5 shall not apply to:
Excluded Transactions. No adjustment to the Conversion Price shall be required under this Section 2(e) in the event of the issuance of shares of Common Stock by the Corporation upon the conversion or exercise of or pursuant to any outstanding stock options or stock option plan now existing or hereafter approved by the Holders which stock options have an exercise or conversion price per share of less than the Conversion Price.
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Excluded Transactions. The provisions of this Article V shall not apply to Post-Closing Issuances by the Company or any of its Subsidiaries as follows:
Excluded Transactions. The provisions of this Section 2 shall not apply to Issuances by the Company or any subsidiary of the Company as follows:
Excluded Transactions. The Corporation will not be obligated to effect any registration of Registrable Securities under this Article 3 incidental to the registration of any of its securities in connection with: (a) any registration relating to employee benefit plans or dividend reinvestment plans; or (b) any registration relating to the acquisition or merger or other type of transaction described in Rule 145 under the Securities Act after the date hereof by the Corporation or any of its subsidiaries of or with any other businesses.
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