Down Round Financing Clause Samples

Down Round Financing. For purposes of this Section 4, “Down Round Financing” shall include all securities issued by the Corporation other than: (a) Common Shares, Warrants or Warrant Shares issued pursuant to the terms and conditions of the Subscription Agreements; (b) Common Shares, options or other rights to purchase Common Shares issued or granted to employees, officers, directors and consultants of the Corporation pursuant to one or more employee stock plans or agreements approved by the Board; (c) securities of the Corporation issued or issuable to financial institutions or lessors in connection with real estate leases, commercial credit arrangements, equipment financings or similar transactions approved by the Board, including, but not limited to, equipment leases or bank lines of credit; (d) securities issued as a dividend or distribution on, or in connection with a split of or recapitalization of, any of the capital stock of the Corporation; (e) securities issued by the Corporation pursuant to strategic partnership, joint venture or other similar arrangements approved by the Board where the primary purpose of the arrangement is not to raise capital; (f) securities of the Corporation issued pursuant to a registration statement filed by the Corporation under the U.S. Securities Act; (g) securities issued by the Corporation pursuant to an acquisition of another corporation or other entity by the Corporation by merger, purchase of all or substantially all of the capital stock or assets, or other reorganization; or (h) securities of the Corporation issued pursuant to currently outstanding options, warrants or other rights to acquire securities of the Corporation.