Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price in the case of (A) the issuance, or deemed issuance, of shares of Common Stock to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation in connection with their service as directors of the Corporation or a subsidiary of the Corporation, their employment by the Corporation or a subsidiary of the Corporation or their retention as consultants by the Corporation or a subsidiary of the Corporation under the Corporation's Amended and Restated 1999 Stock Plan, the Vector Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc. 1999 Stock Option Plan, the Corporation's 1999 Employee Stock Purchase Plan or the Corporation's Amended and Restated 2001 Stock Option and Incentive Plan (the "Plans"), plus such additional number of shares issued or issuable to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation under any amendment of the Plans, or under other plans, adopted or assumed by the Corporation with the approval of the Board of Directors of the Corporation (including a majority of the Series X Directors (as defined in Section 4(b)), plus such number of shares of Common Stock which are repurchased by the Corporation from such persons pursuant to contractual rights held by the Corporation and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Corporation therefor, (B) the issuance of shares of Common Stock upon exercise of the warrant to purchase 27,770 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Venture Partners 1996, L.P., (C) the issuance of shares of Common Stock upon exercise of the warrant to purchase 55,544 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Communications Partners, L.P., (D) the issuance of shares of Common Stock upon exercise of the warrant to purchase 12,950,000 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to affiliates of VantagePoint Venture Partners and Columbia Capital Partners in connection with the guaranty of the Corporation's obligations under that certain Revolving Credit and...
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Warrant Exercise Price in the case of the issuance of shares of Common Stock upon exercise of employee stock options approved by the Board of Directors of the Corporation.
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Series A Conversion Price in the case of the issuance of (i) shares of Common Stock issuable upon conversion of the Preferred Stock, and (ii) Reserved Employee Shares (as defined in paragraph 6 hereof).
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price in the case of the issuance from and after May 2, 1995 of up to an aggregate of 6,427,629 shares (appropriately adjusted to reflect the occurrence of any event described in subparagraph 6F) of Common Stock to directors, officers, employees or consultants of the
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Exercise Price in the case of the issuance from and after the Filing Date of (i) shares of Common Stock upon conversion of the Notes, upon exercise of the Warrants, upon conversion of other convertible securities issued prior to the date hereof, or upon exercise of warrants issued prior to the date hereof, and (ii) up to 4,012,500 shares of Common Stock or options 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 the Company's 2000 Equity Incentive Plan, 2006 Stock Option Plan, or 401K Plan (“Excluded Shares”).
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustments pursuant to this Section 5, or deliver any notice pursuant to Section 8, in the case of the issuance of, or the grant of options for the purchase of, (a) up to an aggregate of 9,170,033 shares of Common Stock (appropriately adjusted to reflect stock splits, stock dividends, etc.) to officers and employees of the Company in connection with their service to the Company; (b) up to an aggregate of 383,315 shares of Common Stock (appropriately adjusted to reflect stock splits, stock dividends, etc.) to Xxxxxx Xxxxxxx; or (c) up to an aggregate of 125,000 shares of Common Stock (appropriately adjusted to reflect stock splits, stock dividends, etc.) to the Bank.
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price of any series of Preferred Stock in the case of the issuance from and after the Filing Date of (i) shares of Common Stock upon conversion of shares of Preferred Stock, (ii) shares of Common Stock or options therefor to directors, officers, employees or consultants of the Corporation in connection with their service as directors of the Corporation, their employment by the Corporation or their retention as consultants by the Corporation, in each case authorized by the Board of Directors, including at least two of the Preferred Directors, and issued pursuant to any equity incentive plans approved by the Board of Directors, (iii) as part of the consideration payable in the acquisition of another entity by the Corporation by merger, purchase of all or substantially all of the assets of such entity, stock purchase or other reorganization of such entity, in each case as authorized by the Board of Directors, including at least two of the Preferred Directors, (iv) to a bank or other financial institution (not to exceed two percent (2%) of all outstanding securities) to secure a lending or equipment leasing transaction, in each case as authorized by the Board of Directors, including at least two of the Preferred Directors, (v) to a business partner, government laboratory or university to advance strategic business objectives, as authorized by the Board of Directors, including at least two of the Preferred Directors, and (vi) with respect to an adjustment to the Conversion Price of a particular series of Preferred Stock, if the Corporation receives a waiver of such adjustment from the holders of a majority of the shares of such series of Preferred Stock ("Excluded Shares").
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price in the case of the issuance from and after the Filing Date of (i) shares of Common Stock upon conversion of the Notes, upon exercise of the Warrants, upon conversion of other convertible securities issued prior to the date hereof, or upon exercise of warrants or options issued prior to the date hereof, and (ii) up to 4,012,500 shares of Common Stock or options 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 the Company's 2000 Equity Incentive Plan, 2006 Stock Option Plan, or 401K Plan ("EXCLUDED SHARES").
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price in the case of the issuance from and after the Filing Date of (i) shares of Common Stock upon conversion of shares of Series A Preferred Stock; (ii) shares of Common Stock or options therefor (appropriately adjusted for stock splits, stock dividends, recapitalizations and the like) to directors, officers, employees or consultants of the Corporation in connection with their service as directors of the Corporation, their employment by the Corporation or their retention as consultants by the Corporation, in each case authorized by the Board of Directors and issued pursuant to any of the Corporation's equity incentive plans; (iii) securities issued as consideration for the purchase of stock or assets in any acquisition, merger, joint venture, partnership or other strategic alliance; (iv) securities issued in connection with any debt financing or refinancing of the Corporation or (v) securities issued that are deemed in writing by a Majority Interest to constitute Excluded Shares (collectively, the "Excluded Shares").
Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustments pursuant to this Section 5, or deliver any notice pursuant to Section 8, in the case of the issuance of, or the grant of options for the purchase of, (a) up to an aggregate of 8,670,033 shares of Common Stock (appropriately adjusted to reflect stock splits, stock dividends, etc.) to officers and employees of the Company in connection with their service to the Company; (b) up to an aggregate of 1,916,574 shares of Common Stock (appropriately adjusted to reflect stock splits, stock dividends, etc.) to Capital Resource Lenders III, L.P., a Delaware limited partnership; (c) up to an aggregate of 125,000 shares of Common Stock (appropriately adjusted to reflect stock splits, stock dividends, etc.) to the Bank; or (d) up to an aggregate of 46,113 shares of Common Stock (appropriately adjusted to reflect stock splits, stock dividends, etc.) to Xxxxxx Xxxxxxx Venture Investors Annex, L.P., a Delaware limited partnership.
