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) 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 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 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) 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 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) 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 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) shares of capital 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 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) shares of capital 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 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) 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 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) shares of capital 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, 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) shares of capital 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 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, or (vii) the Virgin Holdings Warrant (including the Warrant Stock issuable thereunder), (viii) shares securities issued or issuable to Intel Corporation (or an affiliate of capital Intel Corporation) in connection with agreements with Intel Corporation (or an affiliate of Intel Corporation) approved by the Board of Directors or (ix) 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 StockCompany or rights thereto, whether now authorized or not, and rightsoptions, options warrants or warrants other rights to purchase said shares of Common Stock or Preferred Stock, capital stock and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoingcapital stock; provided, however, that "New Securities" does not include (i) the Common Shares, the securities issuable upon conversion of or with respect to Series A Preferred Shares or the Conversion Shares, Stock; (ii) securities offered to issuable upon exercise of the public generally pursuant to a registration statement under the Securities Act, Warrant; (iii) securities issued in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, including but not limited to shares of Common Stock issued in connection with the Company's acquisition of Guideline Research Corporation ("Guideline"), but excluding in all cases any shares of Common Stock issued by the Company in connection with any indemnity obligations of the Company pursuant to any acquisition agreement; (iv) an aggregate of not more than 3,500,000 shares (subject to appropriate adjustment for stock splits, stock dividends, reclassifications, recapitalizations or similar events), of the Company's Common Stock (or related options to purchase Common Stock) which are issued to employees, directors or consultants of the Company or any subsidiary pursuant to the acquisition of another corporation Company's 1996 Stock Option Plan (the "Stock Plan") or any similar stock option or incentive plan approved 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 Company's Board of Directors and, as required, shareholders, provided the surviving or successor corporation, (iv) issuance of such shares of the Company's Common Stock (or related options or warrants convertible into or exercisable for such to purchase Common Stock issued to employees, officers and directors of, and consultants to, the Company, pursuant to any arrangement Stock) is approved by the Board of Directors of the Company, or a duly-appointed committee thereof; (v) shares securities issuable upon conversion or exercise of the Company's Common Stock any options, warrants or related options or warrants convertible into or exercisable for such Common Stock issued other rights to customers and vendors acquire capital stock of the Company pursuant to any arrangement unanimously approved by the Board of Directors outstanding as of the Companydate of this Agreement; and (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 dividend, reclassification 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’s 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 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) shares of capital 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) 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 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) shares of capital 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 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) 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 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) 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 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) shares of capital 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) shares of capital 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.