Common use of Dilution Protection Clause in Contracts

Dilution Protection. Except for the additional Series A Preferred Stock to be issued pursuant to Articles II and III hereof, the shares of Common Stock to be issued upon exercise of the Founders' Warrants, any options issued under the Option Plan and any capital stock of the Company issued pursuant to Acquisitions approved by the Board of Directors as provided in Section 7.14 hereof, without a Supermajority Board Vote, neither the Company nor any of its Subsidiaries will (a) issue, sell, give away, transfer, pledge, mortgage, assign or otherwise dispose of, grant any rights (either preemptive or other) or options to subscribe for or purchase, enter into any agreements, or issue any warrants, providing for the issuance of any capital stock of the Company or any stock or securities convertible into or exchangeable for any capital stock of the Company or (b) designate any series of Preferred Stock of a class which has been authorized in the Company's Certificate of Incorporation; provided that the foregoing approval shall not be required for the issuance or transfer to the Company or any of its wholly-owned Subsidiaries of securities of any wholly-owned Subsidiary of the Company. Without the affirmative vote of 66-2/3% of the outstanding Common Stock and Preferred Stock, voting as a class, the Company will not authorize any additional class of capital stock or increase the number of shares of authorized capital stock from that set forth in Section 4.5 hereof or Schedule 4.5 hereto. The Company shall maintain such number of authorized and unissued shares of (w) Series A Preferred Stock as shall be necessary to issue upon fulfillment of the Purchasers' Additional Preferred Stock Subscription Obligations, (x) Common Stock to be issued upon conversion of the Series A Preferred Stock, (y) Common Stock to be issued upon exercise of the Founders' Warrants, and (z) Common Stock to be issued upon exercise of any options issued under the Option Plan.

Dilution Protection. Except for the additional Series A Preferred Stock to be issued pursuant to Articles II purchases and III hereof, the sales of Shares contemplated by this Agreement and except for shares of Common Stock to be issued upon exercise conversion of the Founders' WarrantsSeries A Preferred Stock, any options or warrants listed on Schedule 3.5(b) hereof or any other options, warrants or rights issued under the Option Equity Incentive Plan (including the stock purchase and exchange programs established thereunder), and any capital stock of the Company issued pursuant to Acquisitions approved by the Board of Directors as provided in Section 7.14 6.14 hereof, without a Supermajority Board Vote, neither the Company nor any of its Subsidiaries will (a) issue, sell, give away, transfer, pledge, mortgage, assign or otherwise dispose of, grant any rights (either preemptive or other) or options to subscribe for or purchase, enter into any agreements, or issue any warrants, providing for the issuance of of, in any such case, any capital stock of the Company or any stock or securities convertible into or exchangeable for any capital stock of the Company or (b) designate any series of Preferred Stock of a class which has been authorized in the Company's ’s Amended Certificate of Incorporation; provided that the foregoing approval shall not be required for the issuance or transfer to the Company or any of its wholly-owned Subsidiaries of securities of any wholly-owned Subsidiary of the Company. Without the affirmative vote of 66-2/3% of the outstanding Common Stock and Preferred StockStock (on an as converted basis), voting as a class, the Company will not authorize any additional class of capital stock or increase the number of shares of authorized capital stock from that set forth in Section 4.5 3.5 hereof or Schedule 4.5 3.5(a) hereto. The Company shall maintain such number of authorized and unissued shares of (w) Series A Preferred Stock as shall be necessary to issue upon fulfillment of the Purchasers' Additional Preferred Stock Subscription Obligations, (x) Common Stock to be issued upon conversion of the Series A Preferred Stock, (y) Common Stock to be issued upon exercise of the Founders' Warrantswarrants or options listed on Schedule 3.5(b), and (z) Common Stock to be issued upon exercise of any options options, warrants or rights issued under the Option Equity Incentive Plan.

Dilution Protection. Except for the additional Series A Preferred Stock to be issued pursuant to Articles II and III hereof, the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock and the Series A-1 Preferred Stock, upon exercise of the Founders' Warrants, Warrants and any options issued under the Option Plan Plan, and pursuant to the employment agreement contemplated by Section 6.1.10 hereof, and any capital stock of the Company issued pursuant to Acquisitions approved by the Board of Directors as provided in Section 7.14 hereof, without a Supermajority Board Vote, neither the Company nor any of its Subsidiaries will (a) issue, sell, give away, transfer, pledge, mortgage, assign or otherwise dispose of, grant any rights (either preemptive or other) or options to subscribe for or purchase, enter into any agreements, or issue any warrants, providing for the issuance of any capital stock of the Company or any stock or securities convertible into or exchangeable for any capital stock of the Company or (b) designate any series of Preferred Stock of a class which has been authorized in the Company's Certificate of Incorporation; provided that the foregoing approval shall not be required for the issuance or transfer to the Company or any of its wholly-owned Subsidiaries of securities of any wholly-owned Subsidiary of the Company. Without the affirmative vote of 66-2/3% of the outstanding Common Stock and Preferred Stock, voting as a class, the Company will not authorize any additional class of capital stock or increase the number of shares of authorized capital stock from that set forth in Section 4.5 hereof or Schedule 4.5 hereto. The Company shall maintain such number of authorized and unissued shares of (w) Series A Preferred Common Stock as shall to be necessary to issue issued upon fulfillment conversion of the Purchasers' Additional Series A-1 Preferred Stock Subscription ObligationsStock, (x) Common Stock to be issued upon conversion of the Series A Preferred Stock, (y) Common Stock to be issued upon exercise of the Founders' Warrants, and (z) Common Stock to be issued upon exercise of any options issued granted under the Option Plan.

Dilution Protection. Except for the additional Series A Preferred Stock to be issued pursuant to Articles II and III hereof, the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series C-3 Preferred Stock, the Series D Preferred Stock, any series of Series E Preferred Stock or the Series F Preferred Stock, and upon exercise of the Series D Warrants, Series E Warrants, the Founders' ’ Warrants, any other options or warrants listed on Schedule 4.5(b) hereof or any options, warrants or rights issued under the Option Equity Incentive Plan (including the stock purchase and exchange programs established thereunder and any options for shares of Series F Preferred Stock, created before, on or after the date hereof as contemplated by the Equity Incentive Plan), and any capital stock of the Company issued pursuant to Acquisitions approved by the Board of Directors as provided in Section 7.14 hereof, without a Supermajority Board Vote, neither the Company nor any of its Subsidiaries will (a) issue, sell, give away, transfer, pledge, mortgage, assign or otherwise dispose of, grant any rights (either preemptive or other) or options to subscribe for or purchase, enter into any agreements, or issue any warrants, providing for the issuance of of, in any such case, any capital stock of the Company or any stock or securities convertible into or exchangeable for any capital stock of the Company or (b) designate any series of Preferred Stock of a class which has been authorized in the Company's ’s Amended and Restated Certificate of Incorporation; provided that the foregoing approval shall not be required for the issuance or transfer to the Company or any of its wholly-owned Subsidiaries of securities of any wholly-owned Subsidiary of the Company. Without the affirmative vote of 66-2/3% of the outstanding Common Stock and Preferred StockStock (on an as converted basis), voting as a class, the Company will not authorize any additional class of capital stock or increase the number of shares of authorized capital stock from that set forth in Section 4.5 hereof or Schedule 4.5 4.5(a) hereto; provided, that the foregoing shall not apply to the authorization of any Series F Preferred Stock to be created after the date hereof as currently contemplated by the Equity Incentive Plan existing on the date hereof. The Company shall maintain such number of authorized and unissued shares of (w) Series A Preferred Stock as shall be necessary to issue upon fulfillment of the Purchasers' Additional Preferred Stock Subscription Obligations, (xv) Common Stock to be issued upon conversion of the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series C-3 Preferred Stock, the Series D Preferred Stock, the various series of Series E Preferred Stock and the Series F-1 Preferred Stock, (yw) Common Stock to be issued upon exercise of the Founders' ’ Warrants, and (zx) Common Stock to be issued upon exercise of any options options, warrants or rights issued under the Option Equity Incentive Plan, (y) Series D Preferred Stock to be issued upon exercise of the Series D Warrants and (z) the various series of Series E Preferred Stock to be issued upon exercise of the Series E Warrants.