Exceptions to Anti-Dilution Adjustments. This Section 3.1 shall not apply (A) under any of the circumstances which would constitute an Extraordinary Common Stock Event (as described below) (such circumstances being accounted for pursuant to Section 3.2 hereof), (B) to the issuance of Common Stock upon the conversion of the Corporation's Series C Preferred Stock, Series B Preferred Stock or Series B-2 Preferred Stock, (C) to the issuance of the Series C Preferred Stock and the warrants issued in connection therewith or (D) upon the exercise of this Warrant or any Initial Warrants or Additional Warrants or any warrants issued in connection with the Series C Preferred Stock or other warrants or options to purchase shares of Common Stock, or other securities convertible into shares of Common Stock, outstanding prior to the original issue date of this Warrant. Further, the adjustments described in this Section 3.1 shall not apply with respect to the issuance or sale of shares of Common Stock, or the grant of options exercisable therefor, issued or issuable after the original issue date of this Warrant to: (i) directors, officers, employees and consultants of the Corporation or any subsidiary pursuant to any qualified or non-qualified stock option plan or agreement, stock purchase plan or agreement, stock restriction agreement, employee stock ownership plan, consultant equity compensation plan or arrangement approved by the Board of Directors or an authorized committee thereof, including any repurchase or stock restriction agreement, or such other options, issuances, arrangements, agreements or plans intended principally as a means of providing compensation for employment or services and approved by the Board of Directors; (ii) capital stock, or options or warrants to purchase capital stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions; (iii) capital stock, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board of Directors of the Corporation; and (iv) capital stock issued or issuable to an entity as a component of any business relationship with such entity for the purpose of (A) joint venture, technology licensing or development activities, (B) distribution, supply or manufacture of the Corporation's products or services or (C) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors.
Appears in 2 contracts
Samples: Warrant Agreement (Warp Technology Holdings Inc), Warrant Agreement (Warp Technology Holdings Inc)
Exceptions to Anti-Dilution Adjustments. This Section 3.1 shall not apply (A) under any of the circumstances which would constitute an Extraordinary Common Stock Event (as described below) (such circumstances being accounted for pursuant to Section 3.2 hereof), (B) to the issuance of Common Stock upon the conversion of the Corporation's ’s Series C Preferred Stock, Series B Preferred Stock or Series B-2 Preferred Stock, (C) to the issuance of the Series C Preferred Stock and the warrants (including this Warrant) issued in connection therewith or therewith, (D) upon the exercise of (x) this Warrant Warrant, (y) any warrants issued in connection with the issuance of the Series C Preferred Stock or any Initial Warrants or Additional Warrants or any warrants issued in connection with pursuant to a certain Senior Note and Warrant Purchase Agreement, dated as of January 31, 2005, by and among the Series C Preferred Stock Corporation and the Purchasers signatory thereto or other warrants or options to purchase shares of Common StockStock or (z) the warrants issued to Fortress Credit Corp. in connection with the Corporation’s $50 million senior credit agreement, (E) the issuance of any convertible debt or convertible equity in connection with the Corporation’s acquisition of five portfolio companies from Platinum Equity LLC as described in the Corporation’s Form 8-K filed with the Securities and Exchange Commission on September 16, 2005, or the exercise or conversion of any such debt or equity securities, or (F) other securities convertible into shares of Common Stock, outstanding prior to the original issue date of this Warrant. Further, the adjustments described in this Section 3.1 shall not apply with respect to the issuance or sale of shares of Common Stock, or the grant of options exercisable therefor, issued or issuable after the original issue date of this Warrant to:
(i) directors, officers, employees and consultants of the Corporation or any subsidiary pursuant to any qualified or non-qualified stock option plan or agreement, stock purchase plan or agreement, stock restriction agreement, employee stock ownership plan, consultant equity compensation plan or arrangement approved by the Board of Directors or an authorized committee thereof, including any repurchase or stock restriction agreement, or such other options, issuances, arrangements, agreements or plans intended principally as a means of providing compensation for employment or services and approved by the Board of Directors;
(ii) capital stock, or options or warrants to purchase capital stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions;
(iii) capital stock, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board of Directors of the Corporation; and
(iv) capital stock issued or issuable to an entity as a component of any business relationship with such entity for the purpose of (A) joint venture, technology licensing or development activities, (B) distribution, supply or manufacture of the Corporation's ’s products or services or (C) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors.
Appears in 2 contracts
Samples: Warrant Agreement (Warp Technology Holdings Inc), Warrant Agreement (Warp Technology Holdings Inc)
Exceptions to Anti-Dilution Adjustments. This The anti-dilution adjustments provided for in this Section 3.1 5(b) shall not apply (A) under any of the circumstances which would constitute an Extraordinary Common Stock Event (as described below) (such circumstances being accounted for pursuant to Section 3.2 hereof), (B) to the issuance of Common Stock upon the conversion of the Corporation's Series C Preferred Stock, Series B Preferred Stock or Series B-2 Preferred Stock, (C) to the issuance of the Series C Preferred Stock and the warrants issued in connection therewith or (D) upon the exercise of this Warrant or any Initial Warrants or Additional Warrants or any warrants issued in connection with the Series C Preferred Stock or other warrants or options to purchase shares of Common Stock, or other securities convertible into shares of Common Stock, outstanding prior to the original issue date of this Warrant. Further, the adjustments described in this Section 3.1 shall not apply with respect to the issuance grant, issuance, transfer, disposition, offer or sale of of: (i) shares of Common StockStock issued upon conversion of the Series A Preferred Stock (or any other series of Preferred Stock hereafter created); (ii) shares, options, warrants, or the grant of options exercisable therefor, other rights issued or issuable after the original issue date of this Warrant to:
(i) directorsto employees, officers, employees and advisors, consultants of the Corporation or any subsidiary pursuant to any qualified or non-qualified stock option plan or agreementdirectors in accordance with plans, stock purchase plan or agreement, stock restriction agreement, employee stock ownership plan, consultant equity compensation plan or arrangement approved by the Board of Directors or an authorized committee thereof, including any repurchase or stock restriction agreementagreements, or such other options, issuances, arrangements, agreements or plans intended principally as a means of providing compensation for employment or services and similar arrangements approved by the Board of Directors;
(ii) capital stock, or options or warrants to purchase capital stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions;
; (iii) capital stockshares issued upon exercise of options, warrants, or warrants convertible securities; (iv) shares issued as a dividend or options distribution on the Series A Preferred or for which adjustment is otherwise made pursuant to purchase capital stockthe Second Amended & Restated Certificate of Incorporation (e.g., stock dividends and stock splits or combinations or subdivisions); (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers or similar transactions, a public offering on a registration statement filed under the terms Securities Act of which are approved by 1933 and the Board of Directors of the Corporationrules and regulations issued thereunder; and
(ivvi) capital stock shares issued or issuable pursuant to an entity as acquisition of another corporation, a component of any business relationship with such entity for the purpose of (A) joint venture, technology licensing venture agreement or development activities, (B) distribution, supply license or manufacture of the Corporation's products or services or (C) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, the terms of which business relationship with such entity are collaboration agreement approved by the Board of Directors; (vii) shares of equity securities issued or issuable to banks, commercial lendors, equipment lessors, venture debt organizations or other financial institutions pursuant to debt financing or commercial transactions approved by the Board of Directors; (viii) shares issued or issuable in connection with any settlement approved by the Board of Directors; (ix) shares issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, collaboration, joint venture, marketing or other similar arrangements or strategic partnerships approved by the Board of Directors; (x) shares issued to suppliers of goods or services in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors; (xi) shares issued pursuant to other transactions approved by the Board of Directors; and (xii) shares that are otherwise excluded by consent of holders of a majority of the outstanding Series A Preferred Stock.
Appears in 1 contract
Samples: Series a Preferred Stock Subscription Agreement (iSpecimen Inc.)
Exceptions to Anti-Dilution Adjustments. This Section 3.1 shall not apply (A) under any of the circumstances which would constitute an Extraordinary Common Stock Event (as described below) (such circumstances being accounted for pursuant to Section 3.2 hereof), (B) to the issuance of Common Stock upon the conversion of the Corporation's Series C Preferred Stock, Series B Preferred Stock or Series B-2 Preferred Stock, (C) to the issuance of the Series C Preferred Stock and the warrants issued in connection therewith or (D) upon the exercise of this Warrant or any Initial Warrants or Additional Warrants or any warrants issued in connection with the Series C Preferred Stock or other warrants or options to purchase shares of Common Stock, or other securities convertible into shares of Common Stock, outstanding prior to the original issue date of this Warrant. Further, the The anti-dilution adjustments described set forth in this Section 3.1 10(c)(ii) shall not apply with respect to the following (collectively, the “Excluded Securities”):
A. the issuance or sale of shares of Common Stock (or options to purchase Common Stock) to employees, consultants, officers or directors of the Issuer pursuant to stock option plans or restricted stock plans, or the grant arrangements, which issuance of shares of Common Stock (or options exercisable therefor, issued or issuable after the original issue date of this Warrant to:
(ito purchase Common Stock) directors, officers, employees and consultants of the Corporation or any subsidiary pursuant to any qualified or non-qualified stock option plan or agreement, stock purchase plan or agreement, stock restriction agreement, employee stock ownership plan, consultant equity compensation plan or arrangement is unanimously approved by the independent (non-employee) directors of the Company’s Board of Directors or an authorized committee thereofafter the April 2014 offering (theh “Offering”);
B. the issuance of securities pursuant to stock splits, including any repurchase or stock restriction agreementdividends, or such other options, issuances, arrangements, agreements similar transactions where all shareholders are treated equally;
C. the issuance of Common Stock or plans intended principally as a means of providing compensation warrants toward advisory fees for employment or services and the reverse merger approved by the Company’s Board of DirectorsDirectors prior to the Offering;
D. the issuance of Common Stock upon conversion of any series of preferred Stock (iior outstanding notes) capital stockon the terms set forth in the respective certificate of designation of each such class;
E. the issuance of Common Stock, or options or warrants of Pubco to purchase capital stockshareholders of the Company pursuant to the reverse merger, issued if a closing of the Offering occurs after the reverse merger;
F. the issuance of securities to financial institutions or other lenders or lessors in connection with loans, commercial credit arrangements, equipment financings, commercial property lease transactions leases or similar transactions;
(iii) transactions that are for purposes other than raising equity capital stock, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers or similar transactions, the and which terms of which are approved by the Board of Directors independent directors of the CorporationBoard;
G. the issuance of securities pursuant to capital reorganization, reclassification or similar transactions that are primarily for purposes other than raising equity capital unless such issuances are disproportionate; andor
(iv) capital stock issued or issuable H. the issuance of securities to an entity as a component of any business relationship with such entity for the purpose of (A) joint venture, technology licensing licensing, or development activities, (B) distribution, supply or manufacture of the Corporation's Company’s products or services services, or (C) any other arrangements arrangement involving corporate partners that are primarily for purposes other than raising capital, the equity capital and which terms of which business relationship with such entity are approved by the independent directors of the Company’s Board of Directors. At least a majority of the Company’s entire Board of Directors and a majority of the Board’s independent directors must approve any issuance of Excluded Securities issued pursuant to clauses (E) through (H) above prior to such issuance.
Appears in 1 contract
Samples: Warrant Agreement (Camp Nine, Inc.)
Exceptions to Anti-Dilution Adjustments. This Section 3.1 shall not apply (A) under any of the circumstances which would constitute an Extraordinary Common Stock Event (as described below) (such circumstances being accounted for pursuant to Section 3.2 hereof), (B) to the issuance of Common Stock upon the conversion of the Corporation's ’s Series C Preferred Stock, Series B Preferred Stock or Series B-2 D Preferred Stock, (C) to the issuance of shares of Common Stock upon conversion of the Series C Preferred Stock Company’s existing convertible notes and the warrants issued in connection therewith or therewith, including, without limitation, the shares of Common Stock issuable upon conversion of the Company Notes issued pursuant to the Subscription Agreements, (D) upon the exercise of (x) this Warrant and any other warrants issued by the Corporation in connection with the Offering (as defined in the Subscription Agreement), (y) any warrants issued in connection with the issuance of the Series C Preferred Stock or any Initial Warrants or Additional Warrants or any warrants issued in connection with pursuant to a certain Senior Note and Warrant Purchase Agreement, dated as of January 31, 2005, by and among the Series C Preferred Stock Corporation and the Purchasers signatory thereto or other warrants or options to purchase shares of Common StockStock or (z) the warrants issued to Fortress Credit Corp. in connection with the Corporation’s $50 million senior credit agreement, (E) the issuance of any convertible debt or convertible equity in connection with the Corporation’s acquisition of five portfolio companies from Platinum Equity LLC as described in the Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2005, or the exercise or conversion of any such debt or equity securities, (F) issuance of any convertible debt or convertible equity as described in the Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2006, or the exercise or conversion of any such debt or equity securities or any debt or equity securities for which such securities are exchanged or (G) other securities convertible into shares of Common Stock, outstanding prior to the original issue date of this Warrant. Further, the adjustments described in this Section 3.1 shall not apply with respect to the issuance or sale of shares of Common Stock, or the grant of options exercisable therefor, issued or issuable after the original issue date of this Warrant to:
(i) directors, officers, employees and consultants of the Corporation or any subsidiary pursuant to any qualified or non-qualified stock option plan or agreement, stock purchase plan or agreement, stock restriction agreement, employee stock ownership plan, consultant equity compensation plan or arrangement approved by the Board of Directors or an authorized committee thereof, including any repurchase or stock restriction agreement, or such other options, issuances, arrangements, agreements or plans intended principally as a means of providing compensation for employment or services and approved by the Board of Directors;
(ii) capital stock, or options or warrants to purchase capital stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions;
(iii) capital stock, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board of Directors of the Corporation; and
(iv) capital stock issued or issuable to an entity as a component of any business relationship with such entity for the purpose of (A) joint venture, technology licensing or development activities, (B) distribution, supply or manufacture of the Corporation's ’s products or services or (C) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors.
Appears in 1 contract
Exceptions to Anti-Dilution Adjustments. This The anti-dilution adjustments set forth in this Section 3.1 shall not apply (A) under any of the circumstances which would constitute an Extraordinary contemplated in Section or of this. Further, the anti-dilution adjustments set forth in this Section . shall not apply with respect to the following (collectively, the “Excluded Securities”):
(A) the Issuance of shares of Common Stock Event (as described belowor options to purchase or acquire shares of Common Stock) (such circumstances being accounted for to employees, consultants, officers or directors of the Corporation or any Affiliate or Subsidiary of the Corporation pursuant to Section 3.2 hereof)a stock option plan or restricted stock plan or arrangement, which Issuance of shares of Common Stock (or options to purchase or acquire shares of Common Stock) are unanimously approved by the Board;
(B) to the issuance Issuance of any shares of Common Stock upon the conversion of the Corporation's Series C outstanding shares of Preferred Stock, Series B Preferred Stock or Series B-2 Preferred Stock, ;
(C) to the issuance Issuance of shares of Common Stock in a Qualified Initial Public Offering or merger of the Series C Preferred Stock and Corporation with or acquisition of the warrants issued in connection therewith or Corporation by an entity whose capital stock is traded on a public exchange;
(D) upon the exercise of this Warrant or any Initial Warrants or Additional Warrants or any warrants issued in connection with the Series C Preferred Stock or other warrants or options to purchase shares Issuance of Common Stock, Common Stock Equivalents or other securities convertible into shares of Common Stock, outstanding prior to the original issue date of this Warrant. Further, the adjustments described in this Section 3.1 shall not apply with respect to the issuance or sale of shares of Common Stock, or the grant of options exercisable therefor, issued or issuable after the original issue date of this Warrant to:
(i) directors, officers, employees and consultants of the Corporation or any subsidiary pursuant to any qualified or non-qualified stock option plan or agreement, stock purchase plan or agreement, stock restriction agreement, employee stock ownership plan, consultant equity compensation plan or arrangement approved by the Board of Directors or an authorized committee thereof, including any repurchase or stock restriction agreement, or such other options, issuances, arrangements, agreements or plans intended principally as a means of providing compensation for employment or services and approved by the Board of Directors;
(ii) capital stock, or options or warrants to purchase capital stock, issued to financial institutions or other lenders or lessors in connection with any loan, commercial credit arrangementsarrangement, equipment financingsfinancing, commercial property lease transactions or similar transactionstransaction that is primarily for purposes other than raising equity capital for the Corporation or any of its Affiliates and are approved by a majority of the entire Board (which majority must include the Series E Preferred Stock Directors);
(iiiE) the Issuance of any Common Stock, Common Stock Equivalent or other securities pursuant to any capital stockreorganization, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers reclassification or similar transactions, transaction that is primarily for purposes other than raising equity capital for the terms Corporation or any of which its Affiliates and that are approved by the Board of Directors a majority of the Corporation; andentire Board (which majority must include the Series E Preferred Stock Directors);
(ivF) capital stock issued the Issuance of any Common Stock, Common Stock Equivalent or issuable other securities to an entity as a component of any business relationship with such entity for the purpose of (A1) joint venture, technology licensing or development activities, (B2) distribution, supply or manufacture of the Corporation's ’s products or services or (C3) any other arrangements arrangement involving corporate partners that are is primarily for purposes other than raising capitalequity capital for the Corporation or any of its Affiliates and, in each of the terms of which business relationship with such entity are foregoing cases, is approved by a majority of the entire Board (which majority must include the Series E Preferred Stock Directors); or
(G) the Issuance of Common Stock, Common Stock Equivalents or other securities in any transaction primarily for the purpose of raising equity capital for the Corporation or any of its Affiliates (1) to investment bankers, placement agents or advisors in connection with the issuance of Series E Preferred Stock, or (2) in which an exemption from the anti-dilution provisions is specifically approved in writing by the Applicable Percentage of the Series E Preferred Stock, in the case of an Issuance for a consideration or a Net Consideration Per Share less than the Applicable Conversion Price with respect to the Series E Preferred Stock which is approved a majority of the entire Board (which majority must include the Series E Preferred Stock Directors).
Appears in 1 contract
Exceptions to Anti-Dilution Adjustments. This Section 3.1 shall not apply (A) under any of the circumstances which would constitute an Extraordinary Common Stock Event (as described below) (such circumstances being accounted for pursuant to Section 3.2 hereof), (B) to the issuance of Common Stock upon the conversion of the Corporation's Series C Preferred Stock, Series B Preferred Stock or Series B-2 Preferred Stock, (C) to the issuance of the Series C Preferred Stock and the warrants issued in connection therewith or (D) upon the exercise of this Warrant or any Initial Warrants or Additional Warrants or any warrants issued in connection with the Series C Preferred Stock or other warrants or options to purchase shares of Common Stock, or other securities convertible into shares of Common Stock, outstanding prior to the original issue date of this Warrant. Further, the The anti-dilution adjustments described set forth in this Section 3.1 10(c)(ii) shall not apply with respect to the following (collectively, the “Excluded Securities”):
A. the issuance or sale of shares of Common Stock (or options to purchase Common Stock) to employees, consultants, officers or directors of the Issuer pursuant to stock option plans or restricted stock plans, or the grant arrangements, which issuance of shares of Common Stock (or options exercisable therefor, issued or issuable after the original issue date of this Warrant to:
(ito purchase Common Stock) directors, officers, employees and consultants of the Corporation or any subsidiary pursuant to any qualified or non-qualified stock option plan or agreement, stock purchase plan or agreement, stock restriction agreement, employee stock ownership plan, consultant equity compensation plan or arrangement is unanimously approved by the independent (non-employee) directors of the Company’s Board of Directors or an authorized committee thereofafter the April 2014 offering (theh “Offering”);
B. the issuance of securities pursuant to stock splits, including any repurchase or stock restriction agreementdividends, or such other options, issuances, arrangements, agreements similar transactions where all shareholders are treated equally;
C. the issuance of Common Stock or plans intended principally as a means of providing compensation warrants toward advisory fees for employment or services and the reverse merger approved by the Company’s Board of DirectorsDirectors prior to the Offering;
D. the issuance of Common Stock upon conversion of any series of preferred Stock (iior outstanding notes) capital stockon the terms set forth in the respective certificate of designation of each such class;
E. the issuance of Common Stock, or options or warrants of the Company to purchase capital stockshareholders of the Company pursuant to the reverse merger, issued if a closing of the Offering occurs after the reverse merger;
F. the issuance of securities to financial institutions or other lenders or lessors in connection with loans, commercial credit arrangements, equipment financings, commercial property lease transactions leases or similar transactions;
(iii) transactions that are for purposes other than raising equity capital stock, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers or similar transactions, the and which terms of which are approved by the Board of Directors independent directors of the CorporationBoard;
G. the issuance of securities pursuant to capital reorganization, reclassification or similar transactions that are primarily for purposes other than raising equity capital unless such issuances are disproportionate; andor
(iv) capital stock issued or issuable H. the issuance of securities to an entity as a component of any business relationship with such entity for the purpose of (A) joint venture, technology licensing licensing, or development activities, (B) distribution, supply or manufacture of the Corporation's Company’s products or services services, or (C) any other arrangements arrangement involving corporate partners that are primarily for purposes other than raising capital, the equity capital and which terms of which business relationship with such entity are approved by the independent directors of the Company’s Board of Directors. At least a majority of the Company’s entire Board of Directors and a majority of the Board’s independent directors must approve any issuance of Excluded Securities issued pursuant to clauses (E) through (H) above prior to such issuance.
Appears in 1 contract
Samples: Warrant Agreement (Camp Nine, Inc.)
Exceptions to Anti-Dilution Adjustments. This Section 3.1 shall not apply (A) under any of the circumstances which would constitute an Extraordinary Common Stock Event (as described below) (such circumstances being accounted for pursuant to Section 3.2 hereof), (B) to the issuance of Common Stock upon the conversion of the Corporation's ’s Series C Preferred Stock, Series B Preferred Stock or Series B-2 Preferred Stock, (C) to the issuance of the Series C Preferred Stock and the warrants (including this Warrant) issued in connection therewith or therewith, (D) upon the exercise of (x) this Warrant Warrant, (y) any warrants issued in connection with the issuance of the Series C Preferred Stock or any Initial Warrants or Additional Warrants or any warrants issued in connection with pursuant to a certain Senior Note and Warrant Purchase Agreement, dated as of January 31, 2005, by and among the Series C Preferred Stock Corporation and the Purchasers signatory thereto or other warrants or options to purchase shares of Common StockStock or (z) the warrants issued to Fortress Credit Corp. in connection with the Corporation’s $50 million senior credit agreement, (E) the issuance of any convertible debt or convertible equity in connection with the Corporation’s acquisition of five portfolio companies from Platinum Equity LLC as described in the Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2005, or the exercise or conversion of any such debt or equity securities, (F) issuance of any convertible debt or convertible equity as described in the Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2006, or the exercise or conversion of any such debt or equity securities or any dect or equity securities for which such securities are exchanged or (G) other securities convertible into shares of Common Stock, outstanding prior to the original issue date of this Warrant. Further, the adjustments described in this Section 3.1 shall not apply with respect to the issuance or sale of shares of Common Stock, or the grant of options exercisable therefor, issued or issuable after the original issue date of this Warrant to:
(i) directors, officers, employees and consultants of the Corporation or any subsidiary pursuant to any qualified or non-qualified stock option plan or agreement, stock purchase plan or agreement, stock restriction agreement, employee stock ownership plan, consultant equity compensation plan or arrangement approved by the Board of Directors or an authorized committee thereof, including any repurchase or stock restriction agreement, or such other options, issuances, arrangements, agreements or plans intended principally as a means of providing compensation for employment or services and approved by the Board of Directors;
(ii) capital stock, or options or warrants to purchase capital stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions;
(iii) capital stock, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board of Directors of the Corporation; and
(iv) capital stock issued or issuable to an entity as a component of any business relationship with such entity for the purpose of (A) joint venture, technology licensing or development activities, (B) distribution, supply or manufacture of the Corporation's ’s products or services or (C) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors.
Appears in 1 contract
