Exempt Issuances Sample Clauses

Exempt Issuances. The issuances referred to in Section 2.1 which will not give the Investors the rights described in Section 2.2 (the “Exempt Issuances”) are issuances in which shares of Common Stock or Rights or Convertible Securities of the Company are issued or deemed issued (i) as a dividend or distribution payable pro rata to all holders of Common Stock or other securities of the Company; (ii) in connection with Rights to purchase up to six million (6,000,000) shares of Common Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Common Stock) issued or issuable to employees, consultants, officers and directors of the Company pursuant to the Company’s 1996 Employee, Director and Consultant Stock Plan, 2005 Employee, Director and Consultant Stock Plan or any other equity plan or arrangement approved by the Company’s Board of Directors in accordance with Section 6.2(d) unless a higher number of Rights is approved by holders of at least fifty percent (50%) of the Investor Preferred Stock, voting together as a single class on an as-converted basis; (iii) in connection with the exercise of any preemptive or percentage maintenance rights outstanding on the date hereof; (iv) in connection with the conversion or exercise of any Rights or Convertible Securities outstanding on the date hereof; (v) in connection with an acquisition by the Company of stock or assets of another Person, provided that the Company acquires at least fifty percent (50%) of the voting power of the other Person, and the acquisition has been approved in accordance with Section 6.2(f); (vi) in connection with
Exempt Issuances. As used herein, “Exempt Issuances” means: (A) the issuance of Securities pursuant to the Series C Share Purchase Agreement; (B) the issuance of Securities pursuant to a Public Offering; (C) (1) the issuance of Incentive Shares to any current or former employees, officers, consultants, advisers, directors or managers of the Company and any Subsidiary pursuant to Section 4(f) of the LLC Agreement, (2) the issuance of Securities as a dividend or distribution on the outstanding Shares in accordance with the terms of the LLC Agreement, including the issuance of corporate stock to the members of the Company upon a conversion of the Company to a corporation pursuant to Section 13(i) of the LLC Agreement, (3) the issuance of Securities upon the conversion or exercise of Common Share Equivalents as to which the Company complied with the provisions of this Article, (4) the issuance of Securities pursuant to any split, dividend, combination or similar event affecting the Company’s Common Shares, (5) the issuance of Securities in connection with bona fide business combinations or corporate partnering arrangements approved by the Board, (6) the issuance of Securities (and options and warrants therefor) to parties in connection with the entry by the Company into equipment leases, real property leases, loans, credit lines, guaranties of indebtedness, cash price reductions or similar financing approved by the Board, and (7) the issuance of Securities to (a) licensors to the Company of technology or patents, (b) collaborative partners of the Company or (c) licensees of the Company in connection with the development, marketing or commercialization of the Company’s products, in each case, as approved by the Board, in accordance with the terms of the LLC Agreement.
Exempt Issuances. Notwithstanding anything herein to the contrary, no adjustment to the Warrant Share Amount shall be caused pursuant to Sections 8(d) or (e) by (i) (x) the granting of options pursuant to a stock option or incentive plan maintained by the Corporation or the issuance of shares of Common Stock upon the exercise of such options, so long as any such plan has been approved by the Board of Directors of the Corporation and any such options have been granted at an exercise price equal to the fair market value of the Common Stock at the time of such grant (such fair market value to be determined pursuant to a reasonable methodology and in accordance with the terms of the relevant plan), and (y) the issuance of up to 100,000 shares of Common Stock as restricted stock under a stock option or incentive plan maintained by the Corporation, or to directors, employees, consultants or other service providers of the Corporation in connection with their service to the Corporation; (ii) the issuance of warrants, and the issuance of shares of Common Stock upon the exercise thereof, in connection with any debt or equity financing consummated by the Corporation, or (iii) the issuance of Common Stock by the Corporation as consideration for any acquisition; provided that the exclusions described in clauses (ii) and (iii) shall be applicable only to the extent that the aggregate number of shares of Common Stock, together with the number of shares of Common Stock for which any warrants are exercisable, does not exceed 1% of the outstanding shares of Common Stock as of the date hereof.
Exempt Issuances. The provisions of Sections 6(a)(iii) and 6(a)(iv) shall not apply to any issuance of additional shares of Common Stock or Convertible Securities (A) for which an adjustment is otherwise provided under Section 6(a)(i) hereof, (B) pursuant to the exercise of this Warrant (or any Warrant issued as a replacement for this Warrant or upon the transfer or partial exercise hereof) in whole or in part, or the conversion of any Convertible Securities outstanding as of the date hereof, (C) pursuant to the exercise of any subscription or purchase rights, or the exercise of any conversion or exchange rights in any Convertible Securities, so long as an adjustment shall previously have been made upon the issuance of such rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrants or other rights therefor) pursuant to Section 6(a)(iv) hereof, (D) pursuant to the issuance of shares of Common Stock or Convertible Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the filing date hereof) to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Company’s Board of Directors, issued after the date hereof, (E) Common Stock or Convertible Securities issued to banks, equipment lessors, other financial institutions or entities in the business of making loans, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Company’s Board of Directors, (F) any Common Stock or Convertible Securities issued or issuable pursuant to any rights or agreements, options, warrants or Convertible Securities outstanding as of the date hereof, (G) any equity securities that are issued by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended, (H) Any Series E Preferred Stock and warrants to purchase Series E Preferred Stock issued in connection with the offering of Series E Preferred Stock (including any Convertible Securities issued or issuable upon exercise of such warrants), (I) the issuance of shares of Common Stock or Convertible Securities as consideration in connection with the acquisition of all or a controlling interest in another business (whether by merger, purchase of stock or assets or otherwise) if such issuance is approved by the Company’s B...
Exempt Issuances. “Exempt Issuances” means the issuance of: (A) Common Stock upon the exercise of the Warrants, (B) Common Stock in connection with an adjustment pursuant this Article VI of the Purchase Agreement, (C) Common Stock upon the exercise of any warrants or options outstanding as of the effective time of the Closing, (D) Common Stock (at issuance or exercise prices at or above fair market value), stock awards or options under, or the exercise of any options granted pursuant to, any stock-based compensation plans of the Company approved by the Board of Directors of the Company, (E) securities to financial institutions in connection with commercial credit arrangements, equipment financings, service agreements or similar transactions approved by the Board of Directors of the Company and the primary purpose of which is not equity financing, (F) securities or rights to acquire securities in connection with strategic collaborations, development agreements, joint ventures or licensing transactions, the terms of which are approved by the Board of Directors of the Company, (G) Common Stock pursuant to a stock split, combination or subdivision of the outstanding shares of Common Stock, or (H) securities issued in connection with services provided to the Company.
Exempt Issuances. The term “Exempt Issuances” referred to in Section 2.1 which will not give the Major Investors the rights described in Section 2.2 to any of the following equity securities:
Exempt Issuances. The provisions of Section 1 shall not apply to issuances of securities:
Exempt Issuances. The following issuances of Common Stock or Convertible Securities shall be "Exempt Issuances" not subject to the right of purchase in this Section 4(h):
Exempt Issuances. The issuances referred to in Paragraph 4.1 which will not give Investor the rights described in Paragraph 4.2 (the “Exempt Issuances”) are issuances in which shares of Common Stock or Rights or Convertible Securities of the Company are issued (i) upon conversion of the preferred stock of the Company or any other Convertible Securities outstanding as of the date of this Agreement, (ii) as a dividend, stock split or distribution payable pro rata to all holders of Common Stock or Convertible Securities; (iii) to employees, officers, directors or consultants of the Company pursuant to the Company’s Stock Plan, (iv) in a Dilutive Financing or (v) in a transaction the primary purpose of which is other than financing the Company, including but not limited to an equipment lease or loan, a license, a strategic alliance or an acquisition.