Exempted Securities means:
Exempted Securities means (a) shares of Common Stock or rights, warrants or options to purchase Common Stock issued in connection with any Acquisition, (b) equity securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock, (c) shares of Common Stock or rights, warrants or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors (“Equity Plans”), or (d) shares of Common Stock actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of any securities convertible into Common Stock, in each case provided that such issuance is pursuant to the terms of the applicable option or convertible security.
Exempted Securities as defined in Section 3(a)(12) of the Exchange Act (an "Exempted Securities Offering"), we shall provide you with such number of copies of each preliminary offering circular and of the final offering circular relating thereto as you may reasonably request. You agree that you will comply with the applicable Federal and state laws, and the applicable rules and regulations of any regulatory body promulgated thereunder, governing the use and distribution of offering circulars by brokers or dealers. You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the final offering circular delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to an offering circular or by any Underwriter to give any information or to make any representation not contained in the offering circular in connection with the sale of such Securities.
Examples of Exempted Securities in a sentence
Xxxxx from time to time due to or in connection with the issuance of New Securities (including, without limitation, Exempted Securities) to the Company’s directors, employees, independent contractors, and/or advisors, (iii) shares of Common Stock issued in the IPO, or (iv) warrants to purchase up to 1,939 shares of Common Stock issued to Xxxxxxxxxx Investment Partners, LLC (and shares of Common Stock issuable upon exercise of such warrants).
If at any time after the issuance and delivery of the Units to MIT pursuant to this Agreement, the Company shall issue or sell any New Securities of the Company (other than Exempted Securities), the Company shall offer to sell such additional New Securities to MIT at a purchase price equal to and on the same terms the Company offers to other investors in order to maintain MIT’s proportional ownership of the Fully Diluted Capitalization calculated in accordance with this paragraph.
Section 4.1(d) of the IR Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof: The right of first refusal in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation); (ii) New Securities issued to Xxxxxxxxxx and/or Xxxxx X.
Anything herein to the contrary notwithstanding, there shall be no adjustment to the Exercise Price or the number of Warrant Shares issuable upon exercise of this Warrant with respect to any Exempted Securities or in connection with the offering and sale of Units pursuant to the Subscription Agreement.
The rights under this Section 12 shall not apply to any Exempted Securities, or to any Common Stock issued after the date hereof in connection with a Qualified Public Offering.
More Definitions of Exempted Securities
Exempted Securities means (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities:
Exempted Securities means: (i) the Firm Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of an outstanding stock option or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing, (iii) any issuance of securities disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (iv) the issuance of securities issued as part of the purchase price in connection with acquisitions or strategic transactions approved a majority of the disinterested directors of the Company, or securities issued in financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved a majority of the disinterested directors of the Company, (v) Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is primarily issuing such securities primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities, (vi) Common Stock, options or convertible securities issued to in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is primarily issuing such securities primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities, (vii) Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is primarily issuing such securities primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities, or (viii) the issuance by the Company of any shares of Common Stock or standard options to purchase Common Stock to directors, officers, employees or consultants of the Company or its subsidiaries in their capacity as such purs...
Exempted Securities means the following:
Exempted Securities means the following shares of Common Stock, and shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities:
Exempted Securities has the meaning set forth in Section 2.2(c).
Exempted Securities means (a) Common Shares or Derivative Securities issued by reason of a dividend, stock split, split-up or other distribution on Common Shares; (b) Common Shares or Derivative Securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board; (c) Common Shares actually issued upon the exercise or conversion of Derivative Securities, in each case provided such issuance is pursuant to the terms of such Derivative Security; (d) Common Shares or Derivative Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board; (e) Common Shares or Derivative Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board; (f) Common Shares or Derivative 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 Board; and (g) Common Shares or Derivative Securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board.
Exempted Securities means (i) the following Units and (ii) Units deemed issued pursuant to the following Options and/or Convertible Securities: (1) Antidilution Units issued pursuant to Section 4.9(a) hereof; (2) Common Units issued upon automatic conversion of Preferred Units pursuant to Section 4.11 hereof; (3) Units the issuance of which is subject to adjustment pursuant to Section 4.10 hereof; (4) Units, Options or Convertible Securities issued by reason of a Qualified Initial Public Offering; (5) Units, Options or Convertible Securities issued as a dividend or distribution on outstanding Preferred Units; (6) Common Units or Options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Managers, including a majority of the Preferred Managers (including without limitation, up to an aggregate of 16,974,000 Compensatory Units issued pursuant to Section 4.3); and (7) Units or Convertible Securities actually issued upon the exercise of Options or Units or Convertible Securities actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security and that the Units or Convertible Securities so actually issued have previously been treated as deemed to be issued pursuant to Section 4.9(d) hereof.