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: (a) shares of Common Stock and options, warrants or other rights to purchase Common Stock issued or issuable to employees, officers or directors of, or consultant or advisors to the Company or any subsidiary pursuant to stock grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements, in each case only if and to the extent such grants are approved by the Board of Directors, including the Preferred Directors (as such term is defined in the Company’s Seventh Amended and Restated Certificate of Incorporation, as may be amended from time to time); (b) shares of Common Stock issued or issuable upon stock splits, or as a dividend or distribution on, or upon conversion of, the Preferred Stock; (c) shares of Common Stock issued or issuable for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination, provided that such issuance has been approved by the holders of at least sixty-seven percent (67%) of the then outstanding Preferred Stock; (d) shares of Common Stock or Preferred Stock issued or issuable to banks, equipment lessors or other financial institutions pursuant to a debt financing or commercial leasing transaction approved by the Board of Directors, including the Preferred Directors; (e) shares of Common Stock issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreement or strategic partnership approved by the Board of Directors, including the Preferred Directors; and (f) shares of Series C Stock, Series C-1 Stock and/or Series D Stock (and shares of Common Stock issuable upon conversion of such Series C Stock, Series C-1 Stock and/or Series D Stock) issued upon exercise of any warrants that are outstanding prior to the Initial Closing (as defined in the Purchase Agreement).

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” Securities does not include: : (a) shares of Common Stock and options, warrants or other rights to purchase Common Stock issued or issuable to employees, officers or directors of, or consultant or advisors to the Company or any subsidiary pursuant to stock grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements, in each case only if and to the extent such grants are approved by the Board of Directors, including the Preferred Directors (as such term is defined in the Company’s Seventh Amended and Restated Certificate of Incorporation, as may be amended from time to time); (bi) shares of Common Stock issued or issuable upon stock splits, or as a dividend or distribution on, or upon conversion of, the of outstanding shares of Preferred Stock; ; (cii) any shares of Common Stock or Preferred Stock (or options, warrants or rights therefor) granted or issued hereafter to employees, officers, directors, contractors, consultants or issuable for consideration other than cash advisers to, the Company or any subsidiary of the Company pursuant to a mergerincentive agreements, consolidationstock purchase or stock option plans, acquisition stock bonuses or similar business combinationawards, provided warrants, contracts or other arrangements that such issuance has been are approved by the holders Board of at least sixty-seven percent (67%) Directors of the then outstanding Company; (iii) any shares of Common Stock or Preferred Stock; Stock (dand/or options or warrants therefore) issued to parties that are (A) strategic partners investing in connection with a commercial relationship with the Company or (B) providing the Company with equipment leases, real property leases, loans, credit lines, guaranties of indebtedness, cash price reductions or similar transactions, under arrangements, in each case, approved by the Board of Directors of the Company; (iv) shares of Common Stock or Preferred Stock issued pursuant to the acquisition of another corporation or issuable to banksentity by the Company by consolidation, equipment lessors merger, purchase of all or substantially all of the assets, or other financial institutions reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such other corporation or entity or fifty percent (50%) or more of the equity ownership of such other entity; provided that such transaction or series of transactions has been approved by the Company's Board of Directors; (v) shares of Common Stock or Preferred Stock issuable upon exercise of any options, warrants or rights to purchase any securities of the Company outstanding as of the date hereof and any securities issuable upon the conversion thereof; (vi) shares of Common Stock issued pursuant to (A) the issue by the Company of additional shares of Common Stock as a debt financing dividend or commercial leasing transaction other distribution on outstanding Common Stock, (B) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, or (C) a combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock, provided that for the purpose of clauses (A), (B) and (C), such issue, dividend or combination shall have been approved by the Board of Directors, including Directors of the Preferred Directors; Company; and (evii) shares of Common Stock issued or issuable in a public offering prior to or in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreement or strategic partnership approved by the Board of Directors, including the Preferred Directors; and (f) which all outstanding shares of Series C Stock, Series C-1 Preferred Stock and/or Series D Stock (and shares of are converted to Common Stock issuable upon conversion of such Series C Stock, Series C-1 Stock and/or Series D Stock) issued upon exercise of any warrants that are outstanding prior pursuant to the Initial Closing (as defined in the Purchase Agreement)Company's certificate of incorporation.