Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section V shall be inapplicable with respect to: (i) the issuance of shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Company's equity incentive plans, including shares of Common Stock issued in replacement of shares of such Common Stock repurchased or issuable upon the exercise of any options to purchase shares of such Common Stock, to the extent permitted under the equity incentive plans; (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to the Shares; (iii) shares of Common Stock issued upon conversion of, or as a dividend on, the Preferred Stock; (iv) securities issued as consideration for the purchase of stock or assets in any acquisition, merger, joint venture, partnership or other strategic alliance; (v) securities issued in connection with any debt financing or refinancing of the Company or (vi) securities issued with the approval of a Majority Interest provided that no Investor or affiliate of any Investor is acquiring any of the securities in such issuance.
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section V shall be inapplicable with respect to: (i) the issuance of shares of Series A Preferred Stock or Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Company’s Equity Incentive Plans, or the issuance of options or awards to so purchase such Series A Preferred Stock or Common Stock thereunder; (ii) securities issued as a result of any stock split, stock dividend, reclassification, recapitalization or reorganization or similar event with respect to the Shares; (iii) shares of Common Stock and/or Preferred Stock issued as a dividend on, or in connection with a recapitalization of, the Preferred Stock; (iv) shares of Common Stock and/or Preferred Stock issued pursuant to any strategic acquisition, equipment leasing arrangement or debt financing from a bank or similar financial institution, in each case authorized and approved by the Board of Directors; (v) shares of Common Stock and/or Preferred Stock issued in connection with an IPO or (vi) the issuance of securities with respect to which the Board of Directors unanimously determines that the provisions of this Section V should not apply.
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section 12 shall be inapplicable with respect to the issuance of: (i) securities pursuant to stock splits, stock dividends, or similar transactions; (ii) capital stock to employees, consultants, officers or directors of the Company pursuant to stock option plans or restricted stock plans or agreements approved by the Compensation Committee and the Board of Directors of the Company, up to 65,276,467 shares of Common Stock after January 12, 2006;
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section 4 shall be inapplicable with respect to: (i) shares of Common Stock issued upon conversion of shares of Preferred Stock; (ii) up to 12,381,013 shares (or such higher number of shares approved by the Board of Directors and a Preferred Majority) of Common Stock or options issued therefor to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board of Directors and issued pursuant to equity incentive plans or agreements approved by the Board of Directors; (iii) shares issued in connection with equipment lease financings, bank credit arrangements, real estate leases or similar transactions approved by the Board of Directors; (iv) shares issued as a dividend or distribution on the Preferred Stock; (v) shares issued in connection with a partnering transaction or a bona fide acquisition of a business or any assets or properties or technology of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, pursuant to agreements approved by the Board of Directors; (vi) shares issued upon exercise of any outstanding warrants, or (vii) shares issued in a firm-commitment underwritten public offering or upon exercise of warrants or rights granted to underwriters in connection with such an offering.
Exceptions to Pre-emptive Rights. Notwithstanding Section 10.3 hereof, no Shareholder shall have any rights thereunder in respect of
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section V shall be inapplicable with respect to: (i) the issuance shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, consultants, officers or directors of the Company pursuant to the Company’s Equity Incentive Plans, including shares of Common Stock issued in replacement of shares of such Common Stock repurchased or issuable upon the exercise of any options to purchase shares of such Common Stock, to the extent permitted under the Equity Incentive Plans; (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to the Shares; or (iii) securities issued in connection with any acquisition or merger that is approved by an Investor Majority Interest.
Exceptions to Pre-emptive Rights. The pre-emptive rights in Section 7.1 will not apply in the case of Shares or other securities of the Corporation issued:
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section VI shall be inapplicable with respect to: (i) the issuance of shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Company's Equity Incentive Plan, including shares of Common Stock issued in replacement of shares of such Common Stock repurchased or issuable upon the exercise of any options to purchase shares of such Common Stock, to the extent permitted under the Equity Incentive Plan and, in each case, as approved by the Board of Directors; (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to the Shares; (iii) shares of Common Stock issued upon conversion of, or as a dividend on, the Common Stock; (iv) securities issued in connection with any joint venture, vendor or customer relationship, acquisition or merger that is approved by a Majority Interest, provided that such securities are not issued to a stockholder of the Company or any Affiliate thereof, or (v) securities issued in connection with the Initial Public Offering or (vi) shares of Common Stock issued whose proceeds will be used to prepay amounts due under those certain Convertible Promissory Notes of the Company acquired by the Investors pursuant to that certain Purchase and Exchange Agreement dated as of the date hereof.
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Article III shall be inapplicable with respect to the issuance of (a) up to an aggregate of 27,610,309 shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution,
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Article V shall be inapplicable with respect to: (i) the issuance of shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend or similar event) pursuant to the valid exercise of options to purchase Common Stock outstanding on the date of this Agreement, (ii) securities issued as a result of any stock split, stock dividend, reclassification, recapitalization or reorganization or similar event with respect to the Acquired Shares or (iii) the issuance of Common Stock pursuant to currently outstanding warrants to acquire Common Stock of the Company outstanding on the date of this Agreement.
