Common use of Definition of New Securities Clause in Contracts

Definition of New Securities. For the purposes hereof, “New Securities” means any capital stock (including Common Stock or preferred stock) of the Company whether now authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the term “New Securities” does not include: (i) the Shares and the Conversion Shares; (ii) securities issued or issuable to officers, employees, directors, consultants, placement agents, and other service providers of the Company (or any subsidiary) pursuant to stock grants, option plans, purchase plans, agreements or other employee stock incentive programs or arrangements approved by the Board; (iii) securities issued pursuant to the conversion and/or exercise of warrants or any other convertible or exercisable securities outstanding as of this date of this Agreement; (iv) securities issued or issuable as a dividend or distribution on shares of preferred stock of the Company or pursuant to any event for which adjustment is made pursuant to Sections 4(d), 4(e) or 4(f) of Article V of the Restated Certificate (or any successor provisions); (v) securities offered pursuant to a bona fide, underwritten public offering pursuant to a registration statement filed under the Securities Act; (vi) securities issued or issuable pursuant to the acquisition of another entity by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board; (vii) securities issued or issuable to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or debt financing transaction approved by the Board; (viii) securities issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board; and (ix) any right, option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to clauses (i) through (viii) of this Section 2(b).

Definition of New Securities. For the purposes hereof, “New Securities” means any capital stock (including Common Stock or preferred stock) of the Company whether now authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the term “New Securities” does not include: (i) the Shares and the Conversion Shares; (ii) securities issued or issuable to officers, employees, directors, consultants, placement agents, and other service providers of the Company (or any subsidiary) pursuant to stock grants, option plans, purchase plans, agreements or other employee stock incentive programs or arrangements approved by the Board; (iii) securities issued pursuant to the conversion and/or exercise of warrants or any other convertible or exercisable securities outstanding as of this date of this Agreement;Agreement;‌ (iv) securities issued or issuable as a dividend or distribution on shares of preferred stock of the Company or pursuant to any event for which adjustment is made pursuant to Sections 4(d), 4(e) or 4(f) of Article V Exhibit A of the Restated Certificate Stockholder Agreement (or any successor provisions); (v) securities offered pursuant to a bona fide, underwritten public offering pursuant to a registration statement filed under the Securities Act;Act;‌ (vi) securities issued or issuable pursuant to the acquisition of another entity by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board; (vii) securities issued or issuable to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or debt financing transaction approved by the Board; (viii) securities issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board; andand‌ (ix) any right, option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to clauses (i) through (viii) of this Section 2(b).

Definition of New Securities. For the purposes hereof, “New Securities” means any capital stock (including Common Stock or preferred stockPreferred Stock) of the Company whether now authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the term “New Securities” does not include: (i) the Shares and shares of Series A Preferred Stock issued pursuant to the Purchase Agreements; (ii) the Conversion Shares; (iiiii) the FTC Warrant and Warrant Shares; (iv) securities issued or issuable to officers, employees, directors, consultants, placement agents, and other service providers of the Company (or any subsidiary) pursuant to stock grants, option plans, purchase plans, agreements or other employee stock incentive programs or arrangements approved by the Board; (iiiv) securities issued pursuant to the conversion and/or exercise of warrants or any other convertible or exercisable securities outstanding as of this the date of this Agreement; (ivvi) securities issued or issuable as a dividend or distribution on shares of preferred stock of the Company Preferred Stock or pursuant to any event for which adjustment is made pursuant to Sections 4(d), 4(e) or 4(f) of Article V of the Restated Certificate (or any successor provisions); (vvii) securities offered pursuant to a bona fide, underwritten public offering pursuant to a registration statement filed under the Securities Act; (viviii) securities issued or issuable pursuant to the acquisition of another entity by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board; (viiix) securities issued or issuable to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or debt financing transaction approved by the Board; (viiix) securities issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board; and (ixxi) any right, option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to clauses (i) through (viii) of this Section 2(b2(a).