Common use of Definition of New Securities Clause in Contracts

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) shares of capital stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock Common Stock or other equity securities of the Company, including Common Stock and Preferred Stock, Company whether now authorized or not, and any rights, options or warrants to purchase said shares of Common Stock or Preferred Stockother equity securities and any indebtedness or preferred stock of the Company which is convertible into Common Stock or other equity securities (or which is convertible into a security which is, and securities of any type whatsoever that are, or may becomein turn, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding other equity securities); PROVIDED, that the foregoing, term "New Securities" does not include (i) indebtedness of the Company which is not by its terms convertible into Common Shares, the Preferred Shares or the Conversion Shares, Stock; (ii) securities offered Common Stock issued as a stock dividend to the public generally pursuant to a registration statement under the Securities Act, all holders of Common Stock PRO RATA or upon any subdivision or combination of shares of Common Stock; (iii) Common Stock issued to any employee or director and approved by the Board of Directors and any employee or director stock options approved by the Board of Directors; (iv) Common Stock issued in exchange for the cancellation or retirement of any debt securities of the Company or in connection with any restructuring or other financial workout of the Company; (v) Common Stock or warrants to purchase Common Stock issued pursuant to non-Affiliates of the Company as part of a bona fide debt offering of units comprised of such Common Stock or warrants and a debt security of the Company; (vi) Common Stock issued in connection with the acquisition of another corporation or other entity by the Company by merger, purchase of substantially all of the assets or shares other reorganization; (vii) the issuance of Common Stock upon the exercise or conversion of any rights, options or warrants to purchase Common Stock; (viii) Common Stock issuable in a Public Offering; or (ix) Common Stock issued in respect of services provided (other reorganization whereby than as an employee) to the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers subsidiaries and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the CompanyDirectors; and PROVIDED, (v) shares of the Company's FURTHER, that if any "New Securities" include Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with equity securities coupled as a package, "New Securities" shall mean the borrowing package of money or the leasing securities and not each class of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock issued in connection with any stock split, stock dividend or recapitalization by the Companysecurities individually.

Definition of New Securities. Except as set forth below, "New ---------------------------- Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act; provided, however, that this exclusion will not apply to Synopsys solely with respect to the first sale by the Company of its Common Stock to the public pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) up to 4,324,792 shares of the Company's Common Stock or ---------------- related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (viivi) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viiivii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company, or (viii) any securities issued to Synopsys pursuant to any exercise of the Warrant." 2. Except as amended as set forth above, the Rights Agreement shall continue in full force and effect.

Definition of New Securities. Except as set forth ---------------------------- below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a bona fide, firmly committed, underwritten public offering pursuant to an effective registration statement under the Securities Act, (iii) securities issued pursuant to the bona fide business acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, pursuant to approval by the Board of Directors of the Company, including at least one outside member, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, including at least one outside member, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company, including at least one outside member; (vi) shares vi)'Shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "“New Securities" ” shall mean any shares of capital stock of the CompanyCompany or any of its Subsidiaries, including Common Stock and or Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock capital stock of the Company or Preferred Stockany of its Subsidiaries, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock capital stock of the Company or Preferred Stockany of its Subsidiaries, issued after the date hereof. Notwithstanding the foregoing, "“New Securities" ” does not include (i) shares of Common Stock or Series A Preferred to be issued by the Common Shares, Company concurrently with the Preferred Shares or the Conversion Shares, execution of this Agreement; (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, ; (iii) securities issued pursuant to in connection with the acquisition of another corporation by the Company by merger, purchase of all or substantially all of the assets or shares or other reorganization whereby the Company or its shareholders stockholders own not less than a majority of the voting power of the surviving or successor corporation, provided such transaction is approved by the Board in accordance with the Certificate of Incorporation of the Company as then in effect; (iv) any shares of the Company's Common Stock or common stock of the Subsidiaries of the Company or related options or warrants convertible into or exercisable for such Common Stock or common stock issued to employees, officers and directors of, and consultants to, the CompanyCompany or any of its Subsidiaries, pursuant to any arrangement approved by the Board of Directors of the Company’s or any of its Subsidiaries’ option plan or plans, provided that such shares of common stock shall not exceed the number of shares allocated or reserved for issuance under the Company’s or any of its Subsidiaries’ option plan or plans (subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations and the like); (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock securities issued in connection with any stock split, stock dividend or recapitalization by the CompanyCompany or any of its Subsidiaries; and (vi) shares of Common Stock and Series A Preferred to be issued by the Company with an aggregate value of up to $10,000,000, from time to time but by no later than the sixty-first day following the date of this Agreement, directly or indirectly, on substantially the same terms and conditions as the shares of Common Stock and Series A Preferred to be issued by the Company concurrently with the execution of this Agreement, to the directors, officers, employees of or consultants to the Company or any of its Affiliates, or to any limited partner of AEP III or any Affiliate of such limited partner.

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, Preferred Stock and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, Preferred Stock and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iiiii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders stockholders own not less than a majority of the voting power of the surviving or successor corporation, (iviii) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (viv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company other than Affiliates of the Company pursuant to any arrangement unanimously such terms and conditions as may be approved by the Board of Directors of the Company; , (viv) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (viivi) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 3.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viiivii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company in which the percentage beneficial ownership of NetRatings remains unchanged, or (viii) stock issued pursuant to Article V of the Stockholders Agreement of even date herewith among the Company, NetRatings and ACN.

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock of the CompanyCompany or any of its Subsidiaries, including Common Stock and or Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock capital stock of the Company or Preferred Stockany of its Subsidiaries, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock capital stock of the Company or Preferred Stockany of its Subsidiaries, issued after the date hereof. Notwithstanding the foregoing, "New Securities" does not include (i) the Common SharesSenior Preferred, the Senior Redeemable Preferred Shares Stock of K&F Intermediate Holdco, Inc. or the Conversion SharesSenior Redeemable Preferred Stock of K&F Acquisition, Inc.; (ii) shares of Common Stock or Series A Preferred to be issued by the Company concurrently with the execution of this Agreement; (iii) securities offered to the public generally pursuant to a registration statement under the Securities Act, ; (iiiiv) securities issued pursuant to in connection with the acquisition of another corporation by the Company by merger, purchase of all or substantially all of the assets or shares or other reorganization whereby the Company or its shareholders stockholders own not less than a majority of the voting power of the surviving or successor corporation, provided such transaction is approved by the Board in accordance with the Certificate of Incorporation of the Company as then in effect; (ivv) any shares of the Company's Common Stock or common stock of the Subsidiaries of the Company or related options or warrants convertible into or exercisable for such Common Stock or common stock issued to employees, officers and directors of, and consultants to, the CompanyCompany or any of its Subsidiaries, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options any of its Subsidiaries' option plan or warrants convertible into plans, provided that such shares of common stock shall not exceed the number of shares allocated or exercisable reserved for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of issuance under the Company's or any of its Subsidiaries' option plan or plans (subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations and the like); (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock securities issued in connection with any stock split, stock dividend or recapitalization by the Company or any of its Subsidiaries; (vii) shares of Common Stock and Series A Preferred to be issued by the Company, from time to time but by no later than June 30, 2005, directly or indirectly, on substantially the same terms and conditions as the shares of Common Stock and Series A Preferred to be issued by the Company concurrently with the execution of this Agreement, to the directors, officers, employees of or consultants to the Company or any of its Affiliates; and (viii) shares of Common Stock and Series A Preferred to be issued by the Company, from time to time but by no later than June 30, 2005, on substantially the same terms and conditions as the shares of Common Stock and Series A Preferred to be issued by the Company concurrently with the execution of this Agreement, to any limited partner of Aurora Equity Partners III L.P. or any Affiliate of such limited partner.

Definition of New Securities. Except as set forth below, "New ---------------------------- --- Securities" shall mean any shares of capital stock of the Company, including ---------- Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the -------------- Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of patents or other intellectual property or assets of another corporation, or the acquisition of another corporation by the Company this corporation by merger, purchase of all or substantially all of the assets or shares or other reorganization or strategic transaction whereby the Company this corporation or its shareholders stockholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants consultants, customers, and vendors to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (viivi) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, (vii) the Virgin Holdings Warrant (including the Warrant Stock issuable thereunder), (viii) securities issued or issuable to Intel Corporation (or an affiliate of Intel Corporation) in connection with agreements with Intel Corporation (or an affiliate of Intel Corporation) approved by the Board of Directors or (viiiix) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares shares, or other consolidation, merger or reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporationcorporation (or other corporation which is the issuer of the capital stock into which the capital stock of the Company is converted or exchanged in such consolidation, merger or reorganization), (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants consultants, customers, and vendors to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers any bank, equipment lessor or other similar financial institution if and vendors to the extent that the transaction in which such sale or grant is to be made is approved by the Company's Board of Directors with at least seventy-five percent (75%) of the Company pursuant to any arrangement unanimously approved by members of the Board of Directors voting in favor of the Company; such sale or grant, (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights right of participation first offer established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viiivii) stock issued in connection with any stock split, stock dividend or recapitalization by the CompanyCompany or (viii) shares of Series E Preferred Stock issued pursuant to Section 5.12 hereof.

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Preferred Shares, Common Stock issuable upon the Preferred Shares exercise of the Hitachi Warrant or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders stockholders own not less than a majority of the voting power of the surviving or successor corporation, where any such transaction is approved by a majority of the then outstanding Preferred Shares, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously such terms and conditions as may be approved by the Board of Directors of the Company; , (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock issued in connection with any stock split, stock dividend or recapitalization by the CompanyCompany in which the percentage beneficial ownership of the Major Purchaser remains unchanged.

Definition of New Securities. Except as set forth below, "New ---------------------------- Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act; provided, however, that this exclusion will not apply to Synopsys solely with respect to the first sale by the Company of its Common Stock to the public pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) up to 1,762,396 shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (viivi) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viiivii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company, or (viii) any securities issued to Synopsys pursuant to any exercise of the Warrant.

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Stock issued or issuable upon conversion of any Preferred Shares or the Conversion SharesStock, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company approved by the Board of Directors of the Company, (viivi) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 Exhibit B with respect to the initial sale or grant by the Company of such rights or agreements, or (viiivii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "“New Securities" ” shall mean any shares of capital stock of the Company, including Common Stock and or Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock, issued after the date hereof. Notwithstanding the foregoing, "“New Securities" ” does not include (i) the Common Sharesshares of Series A Preferred which have been issued prior to the date hereof and shares of Series A Preferred, Series B Preferred or Series C Preferred to be issued by the Preferred Shares or Company concurrently with the Conversion Shares, execution of this Agreement; (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, ; (iii) securities issued pursuant to in connection with the acquisition of another corporation by the Company by merger, purchase of all or substantially all of the assets or shares or other reorganization whereby the Company or its shareholders stockholders own not less than a majority of the voting power of the surviving or successor corporation, provided such transaction is approved by the Board in accordance with the Certificate of Incorporation of the Company as then in effect; (iv) any shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock ’s option plan or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrantsplans, provided that such shares of Common Stock shall not exceed the Company shall have complied with number of shares allocated or reserved for issuance under the rights of participation established by this Section 2.1 with respect Company’s option plan or plans (subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations and the initial sale or grant by the Company of such rights or agreements, or like); (viiiv) stock issued in connection with any stock split, stock dividend or recapitalization by the CompanyCompany or (vi) shares of capital stock including Common Stock or Preferred Stock, issued or to be issued by the Company after April 12, 2004 to any Affiliate of AEP II or Holdings or any Co-Investor with an aggregate purchase price not to exceed $10,300,000.

Definition of New Securities. Except as set forth below, "New ---------------------------- Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) other than with respect to the IPO Holders in accordance with Section 2.3 hereof, securities offered to the public generally pursuant to a bona fide, firmly committed, underwritten public offering pursuant to an effective registration statement under the Securities Act, (iii) securities issued pursuant to the bona fide business acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, pursuant to approval by the Board of Directors of the Company, including at least one outside member, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, including at least one outside member, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company, including at least one outside member; (vi) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "New ---------------------------- Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Non-Voting Convertible Stock or related options or warrants convertible into or exercisable for such Common Non-Voting Convertible Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "New ---------------------------- Securities" shall mean any shares of capital stock of the Company, including Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common SharesSecurities, the Preferred Exercise Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants consultants, customers, and vendors to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors of the Company pursuant to any arrangement unanimously approved by the Board of Directors of the Company; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the CompanyCompany pursuant to agreements approved by the Board of Directors, (viivi) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viiivii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including including, without limitation, Common Stock and Preferred Stock, whether authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Common Shares, the Preferred Shares or the Conversion Shares, (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or shares or other reorganization whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation, (iv) up to 1,604,690 shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, doctors, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) provided that such number of shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to customers and vendors may be increased by a majority vote of the Company pursuant to any arrangement unanimously approved by members of the Compensation Committee (as reconstituted in accordance with Section 3.4 below) of the Board of Directors of after the Company; Closing Date, (viv) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banksany bank, commercial lendersequipment lessor or other similar financial institution if and to the extent that the transaction in which such sale or grant is to be made is approved by a majority of the Company's Board of Directors, lessors and other financial institutions including at least one of the Investor Directors (if the Investor has a right to elect directors), as defined in the Stockholders' Agreement (vi) shares of the Company's Common Stock issued (or options, warrants, or similar rights issued) in connection with agreements to license technology or agreements to provide sponsored research if and to the borrowing extent that such issuance is approved by a majority of money or the leasing members of equipment by the Company's Board of Directors, including at least one of the Investor Directors (if the Investor has a right to elect directors) (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights right of participation first offer established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viii) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

Definition of New Securities. Except as set forth below, "“New Securities" ” shall mean (i) any shares of capital stock of the Company, including Common Stock and Preferred Stock, Company whether authorized or notnot currently authorized, and rights, options or warrants to purchase said shares of Common Stock or Preferred Stockcapital stock, and securities of any type whatsoever that are, or may become, become convertible into said or exchangeable for capital stock, and (ii) so-called “high yield” bonds, debt instruments with equity like features or other similar debt instruments, which bear a rating lower than investment- grade or are unrated, issued by the Company; provided, however, that the term “New Securities” does not include (A) capital stock of the Company or a subsidiary thereof issued as a stock dividend to holders of capital stock or upon any subdivision or combination of shares of capital stock of Company; (B) securities of the Company issued upon the exercise of any options or warrants currently outstanding or issued in a transaction as to which the Preemptive Right had been offered to the Stockholders; (C) shares of Common Stock and options to acquire Common Stock (and shares of Common Stock underlying such options) issued to officers, directors, or Preferred Stock. Notwithstanding the foregoingemployees of, "New Securities" does not include (i) the Common Sharesor consultants to, the Preferred Shares Company under any stock option or stock purchase plans or arrangements or other stock incentive plans or arrangements on terms approved by the Conversion Shares, Board of Directors of the Company; (ii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iiiD) securities issued pursuant to the acquisition of another corporation business entity or business segment of any such entity by the Company by merger, purchase of substantially all of the assets or shares units or other reorganization whereby the Company or its shareholders will own not less than a majority Fifty percent (50%) of the voting power of the surviving such business entity; or successor corporation, business segment of such entity; (ivE) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement approved by the Board of Directors other securities of the Company, Company issued in connection with commercial lending or equipment leasing arrangements in the ordinary course of business; (vF) shares of the Company's Common Stock or related options or warrants convertible into or exercisable for such Common Stock securities issued to customers and vendors of by the Company pursuant to any arrangement unanimously approved by a registration statement filed under the Board of Directors of the CompanySecurities Act; (vi) shares of the Company's Common Stock or related options convertible into or exercisable for such Common Stock issued to banks, commercial lenders, lessors and other financial institutions in connection with the borrowing of money or the leasing of equipment by the Company, (vii) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the Company shall have complied with the rights of participation established by this Section 2.1 with respect to the initial sale or grant by the Company of such rights or agreements, or (viiiG) stock securities issued in connection with any stock splitstrategic transactions involving the Company and other entities, stock dividend or recapitalization by the Companyincluding without limitation, (1) joint ventures and (2) marketing arrangements.