Common use of Definition of New Securities Clause in Contracts

Definition of New Securities. New Securities" shall mean any capital stock (including Common Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase capital stock of the Company, and securities of any type whatsoever that are, or may become, convertible into capital stock of the Company; provided, however, that the term "New Securities" does not include (a) shares of Common Stock issued upon conversion of the Note or the Credit Facility Note, (b)shares of Common Stock (or options therefor) issued or sold to employees, directors, consultants or advisors of the Company for the primary purpose of soliciting or retaining their services, provided each such person executes an agreement, in substantially the form as approved by the Board of Directors, (c) securities issued pursuant to the acquisition of another Person or business segment of any such Person by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment, (d)any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company, (e)securities issued to vendors or customers or to other persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors, (f)securities issued in connection with any stock split, stock dividend or recapitalization of the Company in which all holders of Common Stock are

Definition of New Securities. New Securities" shall mean any capital stock (including Common Stock) of the Company or rights thereto, whether now authorized or not, and rightsoptions, options warrants or warrants other rights to purchase capital stock of the Company, and securities of any type whatsoever that are, or may become, convertible into capital stock of the Companystock; provided, however, that the term "New Securities" does not include (ai) securities issuable upon conversion of or with respect to Series A Preferred Stock; (ii) securities issuable upon exercise of the 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 upon conversion 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 Note 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 Credit Facility Note, (b)shares of Company's Common Stock (or related options thereforto purchase Common Stock) which are issued or sold to employees, directors, directors or consultants or advisors of the Company for the primary purpose of soliciting or retaining their services, provided each such person executes an agreement, in substantially the form as approved by the Board of Directors, (c) securities issued any subsidiary pursuant to the acquisition of another Person Company's 1996 Stock Option Plan (the "Stock Plan") or business segment of any such Person similar stock option or incentive plan approved by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment, (d)any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock a majority of the Company's Board of Directors and, as required, shareholders, provided the issuance of such shares of the Company's Common Stock (e)securities issued or related options to vendors or customers or to other persons in similar commercial situations with the Company if such issuance purchase Common Stock) is approved by the Board of DirectorsDirectors or a duly-appointed committee thereof; (v) securities issuable upon conversion or exercise of any options, warrants or other rights to acquire capital stock of the Company outstanding as of the date of this Agreement; and (f)securities vi) shares of the Company's capital stock issued in connection with any stock split, stock dividend dividend, reclassification or recapitalization of by the Company in which all holders of Common Stock areCompany.

Definition of New Securities. New Securities" shall mean any capital stock (including Common Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase capital stock of the Company, and securities of any type whatsoever that are, or may become, convertible into capital stock of the Company; provided, however, that the term "New Securities" does not include (a) shares of Common Stock issued upon conversion of the Note or the Credit Facility Note, (b)shares of Common Stock (or options therefor) issued or sold to employees, directors, consultants or advisors of the Company for the primary purpose of soliciting or retaining their services, provided each such person executes an agreement, in substantially the form as approved by the Board of Directors, (c) securities issued pursuant to the acquisition of another Person or business segment of any such Person by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment, (d)any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company, (e)securities issued to vendors or customers or to other persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors, (f)securities issued in connection with any stock split, stock dividend or recapitalization of the Company in which all holders of Common Stock areare entitled to receive their proportionate share of such issuance, and (g)any right, option or warrant to acquire any security convertible into the securities exempted from the definition of New Securities pursuant to clauses (a) through f) above.

Definition of New Securities. New Securities" shall mean any capital stock (including Common Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase capital stock of the Company, and securities of any type whatsoever that are, or may become, convertible into capital stock of the Company; provided, however, that the term "New Securities" does not include (a) shares of Common Stock issued upon conversion of the Note or the Credit Facility Note, (b)shares b) shares of Common Stock (or options therefor) issued or sold to employees, directors, consultants or advisors of the Company for the primary purpose of soliciting or retaining their services, provided each such person executes an agreement, in substantially the form as approved by the Board of Directors, (c) securities issued pursuant to the acquisition of another Person or business segment of any such Person by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment, (d)any d) any borrowings, direct or indirect, from financial institutions or other Persons by the Company, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company, (e)securities e) securities issued to vendors or customers or to other persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors, (f)securities f) securities issued in connection with any stock split, stock dividend or recapitalization of the Company in which all holders of Common Stock areare entitled to receive their proportionate share of such issuance, and (g) any right, option or warrant to acquire any security convertible into the securities exempted from the definition of New Securities pursuant to clauses (a) through (f) above.