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. 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, (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 5(a)(iv) hereof (D) pursuant to the issuance of Common Stock (or options related thereto) upon the exercise of options granted or to be granted under the Permitted Stock Option Plan (subject to adjustment for any combinations, consolidations, stock distributions or stock dividends with respect to the shares of Common Stock), (E) the issuance of shares of Common Stock pursuant to a Qualifying IPO, (F) the issuance of shares of Common Stock 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 board of directors, (G) the issuance of shares of Common Stock or Convertible Securities, following the Commencement Date, issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution (which, for the avoidance of doubt, includes the lenders under the Credit Agreement) approved by the Company’s board of directors; (H) the issuance of shares of Common Stock or Convertible Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Company’s board of directors, (I) the issuance of shares of Common Stock or Convertible Securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Company’s board of directors, (J) the issuance of shares of Common Stock, warrants or Convertible Securities pursu...
Exempt Issuances. The term “Exempt Issuance” as defined in the Purchase Agreement is hereby amended to include Common Stock and Common Stock Equivalents to employees, officers, directors and consultants, if issued pursuant to a resolution adopted by the majority of the non-employee members of the Board of Directors.
Exempt Issuances. The provisions of Section 1 shall not apply to issuances of securities:
Exempt Issuances. Notwithstanding anything herein to the contrary, the provisions of this Section 4.17 shall not apply to any Exempt Issuance other than (iv) thereof.
Exempt Issuances. For purposes of this Warrant, an “Exempt Issuance” means the issuance of (a) any securities issued in connection with the Acquisition; (b) shares of Common Stock or Common Stock Equivalents issued to employees, officers, directors, consultants or service providers of the Company pursuant to any stock or option plan duly adopted for such purpose or other agreement duly authorized by the Company’s board of directors; (c) shares of Common Stock or Common Stock Equivalents issued in connection with the conversion or exercise of Common Stock Equivalents outstanding as of the Issuance Date; (d) shares of Common Stock or Common Stock Equivalents issued in connection with the acquisition of another company by the Company, provided that the Company is the surviving entity; or (e) any securities issued pursuant to commercial arrangements, acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company.
Exempt Issuances. For purposes of this ARTICLE II, "Exempt Issuances" shall mean issuances of Company Securities (i) as a dividend, stock split or other distribution payable pro rata to all holders of Common Stock, (ii) to employees, officers, directors or consultants of the Company pursuant to the Existing Option Plan and, only in the event that the Company has validly increased its authorized Common Stock above 100 million shares such that there are authorized shares of Common Stock available to expand the Existing Option Pool after reserving for issuance all shares of Common Stock underlying all Notes and all Warrants issuable to the Investors pursuant to the Purchase Agreement and otherwise measuring the Company's outstanding securities on a Fully-Diluted Basis, then up to an additional 3 million shares of Common Stock to be issued pursuant to the Company's then-effective equity incentive plan, (iii) in connection with the conversion or exercise of the Notes, Warrants, or any options, warrants or other rights to purchase Common Stock (A) outstanding on the date hereof, (B) issued in accordance with the foregoing clause (ii) or (C) which constitute a prior New Issuance with respect to which the Company complied with the provisions of this ARTICLE II, (iv) solely in consideration for the acquisition (by merger or otherwise) by the Company or any Subsidiary of the Company of assets or equity interests of another entity approved by a majority of the Board, which majority includes the Investor Director (if an Investor Director has been designated by the Investors), (v) Company Securities issued in a transaction approved by Investors holding in the aggregate a majority of the outstanding Shares (on a Fully-Diluted Basis) then held by all of the Investors, or (vi) to C. J. Lanktree for up to 70,000 sxxxxx xx Xxxxxx Stock.
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. 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 following issuances of Common Stock or Convertible Securities shall be "Exempt Issuances" not subject to the right of purchase in this Section 4(h):
