Excepted Issuances. For purposes of Section 5.3, “Excepted Issuance” shall mean in respect to: (i) Common Stock or Common Stock Equivalents issued in connection with this Agreement or otherwise related to this Agreement for other or subsequent investors in said offering under the same terms, (ii) the Company’s issuance of Common Stock or Common Stock Equivalents upon the exercise or conversion of options, warrants or convertible notes or other securities, outstanding on the date hereof as specifically described in SEC Reports (but not if the amounts and exercise prices of the same are not both already described in the SEC Reports or if they are subsequently adjusted to an Effective Price below the Per Share Price in this offering) or specifically disclosed herein, (iii) grants or issuances to officers, directors or employees or other service providers in connection with Board approved (including majority of disinterested and independent board members) stock option, stock, incentive or similar plan to the extent that such plan is in effect and has securities remaining issuable under said plan as of the date of this Agreement (iv) the issuance of securities as full or partial consideration in connection with a bona fide merger, asset acquisition, joint venture or reorganization (other than a mere reincorporation transaction) approved by the Board of Directors of the Company and the majority of disinterested members of the Board. For avoidance of doubt, the foregoing Excepted Issuance exceptions shall only apply during the period in which anti-dilution adjustments are made for Lower Price Issuances in accordance with Section 5.3. Common Stock issued or issuable by the Company for services will be deemed to have been issued or to be issued for the value booked in the Company’s public financial statements, or as booked on the recipients 1099 or other tax reporting by the Company in connection with such issuance, whichever is higher.
Excepted Issuances. Convertible Notes and Warrants The Company entered into a series of financing agreements over the last three years under which it issued convertible notes and Class A and Class B Warrants to purchase its common stock. The Company had an aggregate of $3,828,515 in principal outstanding in convertible notes payable and Class A Warrants outstanding to purchase an aggregate of 69,538,349 shares of common stock at exercise prices ranging from $0.035 to $15.00 per share, with expiration dates ranging from April 2011 to July 2015. The Class B Warrants will be issued upon exercise of certain Class A Warrants and have an exercise price of $15.00 per share. Upon exercise of certain Class A Warrants, the Company would have the obligation to issue Class B Warrants to purchase 278,068 shares of common stock at an exercise price of $15.00 per share. Class B Warrants to purchase 35,000 shares of common stock have a three year term and Class B Warrants representing the right to purchase 243,068 shares will expire after five years.
Excepted Issuances. Notwithstanding anything in this Agreement to the contrary, no adjustment under this Agreement shall be made, and a Change of Control shall not be deemed to have occurred, in the event of any issuance that constitutes an Excepted Issuance (as defined below).
Excepted Issuances. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of (1) the granting or exercise of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (2) the conversion of the Debentures or any Debentures of this series or of any other series or the conversion or exercise of any other security issued by the Company in connection with the offer and sale of the Company's securities pursuant to the Purchase Agreement, (3) the amendment, exercise, conversion or redemption of any Capital Shares Equivalent or Options issued and outstanding on the Original Issue Date, (4) the payment of interest on any Senior Debt in shares of the Company's Common Stock, (5) the issuance of any shares or Capital Shares Equivalent pursuant to the terms of any convertible securities issued and outstanding on the Original Issue Date, or (6) the issuance of securities in connection with acquisitions or strategic investments, the primary purpose of which is not to raise capital. "Senior Debt" shall mean all of the indebtedness identified in Schedule 3.1(x) to the Purchase Agreement.
Excepted Issuances. Excepted issuances shall mean any securities of the Company issued (i) in an underwritten public offering, (ii) as compensation to employees or consultants that would qualify to be registered on a Form S-8 registration statement, (iii) pending issuances listed on Exhibit C hereto (each, an “Excepted Issuance”).
Excepted Issuances. Notwithstanding anything to the contrary contained in this Section 13, the Company may, from the date hereof, without having to submit a Participation Offer to the holders of Convertible Preferred Stock, issue securities pursuant to any of the Excepted Issuances described in the Charter, as amended and/or restated from time to time.
Excepted Issuances. (a) The Parties agree that the terms of Section 6.1 shall not apply to any of the following: (i) New Securities issued to the Controlling Shareholder to finance the Acquisition or any purchase of shares in Target outside the Acquisition (pursuant to the compulsory acquisition procedure or otherwise); (ii) New Securities issued to Reinvesting Shareholders pursuant to the terms of or in connection with the implementation of the Acquisition to the extent not issued prior to the Effective Date; (iii) the issuance or grant of New Securities pursuant to any employee or management participation plan approved by the Company Board or to officers, employees or consultants of any member of the Group or other persons having a relationship with the Group pursuant to individual employment arrangements or any other equity-based employee benefits plan or arrangement, in each case that has been approved by the Company Board in accordance with this Deed; (iv) the issuance or sale of New Securities other than for cash to a seller or its designee in connection with and as consideration for a member of the Group’s direct or indirect acquisition by merger or other business combination or otherwise of any Person, business or assets, in each case as approved by the Company Board; (v) the issuance or sale of New Securities to financial institutions, commercial lenders or other debt providers or their designees (provided that any such person who is an Affiliate of the Controlling Shareholder must be in the business of the procurement of financing and/or debt funding and is operated independently of the Controlling Shareholder), in connection with commercial loans or other bona fide debt financing by such financial institutions, commercial lenders or other debt providers, in each case, provided that the Company Board reasonably and in good faith believes that it is commercially desirable to sell or issue such New Securities to such Person in order to facilitate such debt financing; (vi) the issuance of New Securities pursuant to the terms of options or convertible or exchangeable securities or other similar securities which have been issued, sold or granted in compliance with Section 6.1; (vii) the issuance of New Securities pursuant to a Public Offering; and (ix) the Refinancing Issue.
(b) Any New Shareholder pursuant to this Section 6.2 shall adhere to this Deed in accordance with Article VIII.
(c) In the event of an issuance or grant of New Securities pursuant to this Section 6.2...
Excepted Issuances. The following transactions are considered as Excepted Issuances for the purposes of the Notes: (i) the issuance of Common Stock in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity in which holders of such securities or debt are not granted registration rights, (ii) the issuance of Common Stock or the issuances or grants of options to purchase Common Stock pursuant to the 2006 Stock Option Plan of the Company or any replacement plan or amendment thereto, (iii) the issuance of Common Stock as the result of the conversion of the Notes granted or issued pursuant to this Agreement, (iv) the issuance of Common Stock as the result of the exercise of warrants to purchase 488,170 shares of Common Stock granted to Xxxx Xxxxxxx originally through New Era Studios, Inc. as assumed by the Company, (v) the issuance of Common Stock for the payment of any interest on the Notes, (vi) the issuance or grant of convertible notes or warrants to placement agents in connection with the Transaction Documents, (viii) the issuance of Common Stock to vendors and consultants in exchange for past of future services, or the issuance of up to $150,000 of restricted Common Stock to an arms length investor on terms and conditions as determined by the Company and investor. Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. SILVERGRAPH INTERNATIONAL, INC., a Nevada corporation By: Xxxxx X. Xxxxxxx, Chief Executive Officer Dated: February 1, 2008 ORIGINAL PRINCIPAL AMOUNT OF NOTE SUBSCRIBED FOR: (Signature) $ 50,000.00 (Print Name) (Address): (Fax Number): ____________________ (Telephone No.): (Name of holder if Securities to be held by individual / entity other than Subscriber) _____________________
Excepted Issuances. No adjustment shall be made to the Exercise Price and/or the number of shares of Warrant Preferred Stock or Warrant Common Stock, as the case may be, issuable upon exercise of this Warrant pursuant to this Section 5 in connection with the following:
(a) the issuance of options to purchase up to 23,478,820 shares of Common Stock of the Company to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement, which issuance has been approved by the compensation committee of the Board;
(b) issuances in connection with the acquisition by the Company of a business entity or segment of any such entity by merger, purchase of stock or assets or otherwise;
(c) issuances in connection with any direct or indirect borrowings by the Company, including any type of loan or payment evidenced by any type of debt instrument;
(d) issuances in a public offering;
(e) issuances of any shares of Series B Preferred Stock, Series C Preferred Stock, or warrants pursuant to that certain Share Exchange Agreement dated as of December 20, 2005 by and among the Company, Advanced Aesthetics, Inc. and certain securityholders of Advanced Aesthetics, Inc.;
(f) issuances upon exercise, exchange or conversion of any convertible securities of the Company outstanding as of the date hereof;
(g) issuances with respect to which the holders of a majority of the shares of Series C Preferred Stock outstanding at the time of such issuance shall have waived their rights to receive any such adjustment; or
(h) issuances upon exercise, exchange or conversion of any security referred to in the preceding clauses (a) through (g).
Excepted Issuances. The Shareholders agree that the provisions of this Article IV shall not apply to:
(a) the issuance or grant of New Securities (which, for the avoidance of doubt, may include Shares in Topco or any other class of Securities in Topco or any subsidiary and need not be issued to the relevant persons pro rata to the holdings of the Shareholders) pursuant to any Management Equity Incentive Plan;
(b) the issuance or sale of New Securities other than for cash to a seller or its designee in connection with and as consideration for a member of the Group’s direct or indirect acquisition by merger or other business combination or otherwise of any Person, business or assets;
(c) the issuance or sale of New Securities to financial institutions, commercial lenders or other debt providers or their designees, in connection with commercial loans or other bona fide arms-length debt financing by such financial institutions, commercial lenders or other debt providers, in each case, provided that the Bidco Board reasonably and in good faith believes that it is commercially desirable to sell or issue such New Securities to such Person in order to facilitate such debt financing;
(d) the issuance or sale of New Securities pursuant to any bona fide arms-length joint venture, partnership or other strategic transaction;
(e) the issuance of New Securities pursuant to the terms of options or convertible or exchangeable securities or other similar securities which have been issued, sold or granted in compliance with this Article IV;
(f) the issuance of New Securities pursuant to an IPO or other Public Offering in accordance with Article VI;
(g) the issuance of New Securities in connection with any pro rata stock split or pro rata stock dividend or any Reorganisation Transaction; and
(h) the issuance of New Securities in connection with funding the required monies for the redemption or repurchase of the Subject Securities by Topco pursuant to Clause 5.6(h), provided that for each of sub-clauses (a), (b), (c), (d) and (f) above (inclusive), no New Securities are issued to a Shareholder or any of its Affiliates.
