Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section 4 shall be inapplicable with respect to: (i) shares of Common Stock issued upon conversion of shares of Preferred Stock; (ii) up to 12,381,013 shares (or such higher number of shares approved by the Board of Directors and a Preferred Majority) of Common Stock or options issued therefor to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board of Directors and issued pursuant to equity incentive plans or agreements approved by the Board of Directors; (iii) shares issued in connection with equipment lease financings, bank credit arrangements, real estate leases or similar transactions approved by the Board of Directors; (iv) shares issued as a dividend or distribution on the Preferred Stock; (v) shares issued in connection with a partnering transaction or a bona fide acquisition of a business or any assets or properties or technology of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, pursuant to agreements approved by the Board of Directors; (vi) shares issued upon exercise of any outstanding warrants, or (vii) shares issued in a firm-commitment underwritten public offering or upon exercise of warrants or rights granted to underwriters in connection with such an offering.
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section V shall be inapplicable with respect to: (i) the issuance of shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Company's equity incentive plans, including shares of Common Stock issued in replacement of shares of such Common Stock repurchased or issuable upon the exercise of any options to purchase shares of such Common Stock, to the extent permitted under the equity incentive plans; (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to the Shares; (iii) shares of Common Stock issued upon conversion of, or as a dividend on, the Preferred Stock; (iv) securities issued as consideration for the purchase of stock or assets in any acquisition, merger, joint venture, partnership or other strategic alliance; (v) securities issued in connection with any debt financing or refinancing of the Company or (vi) securities issued with the approval of a Majority Interest provided that no Investor or affiliate of any Investor is acquiring any of the securities in such issuance.
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section 12 shall be inapplicable with respect to the issuance of: (i) securities pursuant to stock splits, stock dividends, or similar transactions; (ii) capital stock to employees, consultants, officers or directors of the Company pursuant to stock option plans or restricted stock plans or agreements approved by the Compensation Committee and the Board of Directors of the Company, up to 65,276,467 shares of Common Stock after January 12, 2006;
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section V shall be inapplicable with respect to: (i) the issuance of up to an aggregate of 126,200 shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Company’s Equity Incentive Plan, including shares of Common Stock issued in replacement of shares of such Common Stock repurchased or issuable upon the exercise of any options to purchase shares of such Common Stock, to the extent permitted under the Equity Incentive Plan; (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to the Shares; or (iii) securities issued in connection with any acquisition or merger that is approved by a Majority Interest.
Exceptions to Pre-emptive Rights. Notwithstanding Section 10.3 hereof, no Shareholder shall have any rights thereunder in respect of
a) the issue of any options or shares of the Corporation pursuant to a stock option plan for employees and other persons approved by the Board of Directors, or pursuant to option or other agreemen(pound) with employees of the Corporation approved by the Board of Directors (or the Compensation Committee) and in each case consented to in accordance with Section 5.10 hereof;
b) shares issued as a stock dividend or pursuant to the exercise of conversion privileges, options (including options under the Stock Option Plan) or rights previously granted by the Corporation in accordance with Section 10.3; or
c) the issue of any shares of the Corporation under the exercise of any warrants or option agreements described in the recitals to this Agreement.
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Article IV shall be inapplicable with respect to Excluded Shares (as defined herein) and any other Shares with respect to which the holder thereof waives in writing (or is deemed to have waived pursuant to Section 8.3) its rights pursuant to this Article IV. “Excluded Shares” shall mean (i) shares of Common Stock upon conversion of shares of Preferred Stock, (ii) shares of Common Stock or options therefor to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board of Directors and issued pursuant to any equity incentive plans approved by the Board of Directors, (iii) as part of the consideration payable in the acquisition of another entity by the Company by merger, purchase of all or substantially all of the assets of such entity, stock purchase or other reorganization of such entity, in each case as authorized by the Board of Directors and the Majority Interest, (iv) to a bank or other financial institution (not to exceed two percent (2%) of all outstanding securities) to secure a lending or equipment leasing transaction, in each case as authorized by the Board of Directors and the Majority Interest, and (v) to a business partner, government laboratory or university to advance strategic business objectives, as authorized by the Board of Directors and the Majority Interest.
Exceptions to Pre-emptive Rights. Notwithstanding Section 9.3 hereof, no Stockholder shall have any rights thereunder in respect of:
(a) the issue of any options or shares of the Company pursuant to a stock option plan for employees and other persons approved by the Board of Directors and consented to in accordance with Section 5.10 hereof;
(b) shares issued as a stock dividend or pursuant to the exercise of conversion privileges, options or rights previously granted by the Company in accordance with Section 9.3;
(c) shares issued to WV pursuant to the Exchange Options;
(d) shares issued in connection with the Company's acquisition of another Person; or
(e) shares offered to the public pursuant to a Qualifying Public Offering.
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the rights granted to Eligible Shareholders under this Section IV shall be inapplicable with respect to (i) the issuance of up to an aggregate of 143,013,000 Ordinary Shares or options therefore, or such other higher number approved by the Board (as appropriately adjusted for any share split, combination, reorganization, recapitalization, reclassification, share distribution, share dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Company’s Share Option Plan, including Ordinary Shares issued in replacement of such Ordinary Share repurchased or issuable upon the exercise of any options to purchase such Ordinary Share, to the extent permitted under the Share Option Plan, (ii) securities issued as a result of any share split, share dividend, reclassification or reorganization or similar event with respect to the Shares, (iii) Ordinary Shares issued upon conversion of, or as a dividend on, the Convertible Preferred Shares, (iv) Ordinary Shares issued upon the exercise of the Warrants (as defined in the Purchase Agreement), (v) securities issued in connection with the acquisition of another corporation, business entity or line of business of another business entity by the Company by merger, consolidation, purchase of all or substantially all of the assets, or other reorganization as a result of which the Company owns not less than fifty percent (50%) of the voting power of such corporation, (vi) Ordinary Shares issued in the Initial Public Offering, or (vii) any other securities issued with the approval of a Majority Interest.
Exceptions to Pre-emptive Rights. Notwithstanding Section 10.3 hereof, no Shareholder shall have any rights thereunder in respect of:
(a) the issue of any options or shares of the Corporation pursuant to a stock option plan for employees and other persons approved by the Board of Directors and consented to in accordance with Section 5.10 hereof; or
(b) shares issued as a stock dividend or pursuant to the exercise of conversion privileges, options or rights previously granted by the Corporation in accordance with Section 10.3.
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section 2.6 shall be inapplicable with respect to: (i) the issuance or sale of shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Plan, including shares of Common stock issued in replacement of shares of such Common Stock, to the extent permitted under the Plan; (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to Shares; (iii) the issuance or sale of any securities contemplated in Section 2.6(a) (A) to any seller that is not an Affiliate of the Company in consideration for the acquisition of another business enterprise or the assets of another business enterprise in the fitness, health or spa industry, (B) in connection with the sale of any investment by a strategic investor, or (C) the sale of any units or other hybrid securities to any purchaser that is not an Affiliate of the Company in exchange for aggregate consideration of at least equal to their fair market value and (iv) the issuance or sale of shares of Common Stock upon conversion of any convertible securities of the Company or the exercise of options not issued in violation of Section 2.6.
