Exceptions to Preemptive Rights. Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to extend a Preemptive Offer to the Investor with respect to an issuance of Securities described in Section 6(a)(iii).
Exceptions to Preemptive Rights. (a) shall not apply ------------------------------- ------------- to (i) issuances or sales of Common Stock or Common Stock Equivalents upon exercise, conversion or exchange of any Common Stock Equivalent which, when issued, was subject to or exempt from the preemptive rights provided under this Section 4.1, (ii) shares of capital stock issued in a stock split or stock ----------- dividend or shares of capital stock or other securities distributed ratably or sold to all holders of Common Stock on a per share equivalent basis, (iii) issuances of Common Stock or Common Stock Equivalents pursuant to any exercise, conversion or exchange of any Common Stock Equivalent that was outstanding as of the date of this Stockholders Agreement, (iv) issuances of Common Stock Equivalents pursuant to the Purchase Agreement, (v) issuances or sales of Common Stock or Common Stock Equivalents pursuant to acquisitions or strategic investments or corporate partnering transactions or relationships, (vi) issuances of Common Stock or Common Stock Equivalents pursuant to a merger of the Company or a Subsidiary of the Company into or with another entity or pursuant to an acquisition by the Company or a Subsidiary of the Company of the capital stock or assets of another business, (vii) compensatory issuances of options, restricted stock or other equity rights to officers, employees, directors or consultants of the Company with approval of the Board of Directors of the Company, (viii) issuances or sales of Common Stock in a Qualified IPO, (ix) issuances of Common Stock or Common Stock Equivalents pursuant to commercial transactions approved by the Board of Directors of the Company (including but not limited to equipment leases or bank lines of credit), or (x) issuances of Common Stock or Common Stock Equivalents approved in advance by holders of a majority of the Fully-Diluted Common Stock held by all Holders.
Exceptions to Preemptive Rights. This Section 4.1 shall not apply to (i) issuances or sales of Common Stock or Common Stock Equivalents to employees, officers, and/or directors of the Company and/or any of its Subsidiaries pursuant to employee benefit or similar plans or arrangements of the Company and/or its Subsidiaries, (ii) issuances or sales of Common Stock or Common Stock Equivalents upon exercise of any Common Stock Equivalent, (iii) securities distributed or set aside ratably to all holders of Common Stock and Common Stock Equivalents (or any class or series thereof) on a per share equivalent basis, (iv) issuances or sales of Common Stock or Common Stock Equivalents pursuant to a registered underwritten public offering or issuances in, a merger of the Company or a Subsidiary of the Company into or with another entity or an acquisition by the Company or a Subsidiary of the Company of another business or corporation or (v) the issuance of the Securities in the Merger. In the event of any issuances or sales of Common Stock or Common Stock Equivalents as a unit with any other security of the Company or its Subsidiaries, the preemptive rights under this Section 4.1 shall be applicable to the entire unit rather than only the Common Stock or Common Stock Equivalent included in the unit.
Exceptions to Preemptive Rights. Notwithstanding the foregoing, the Preemptive Rights granted under this Section V shall be inapplicable with respect to (i) the issuance of shares of Common Stock, options or other awards pursuant to the Equity Incentive Plans or awards or options granted pursuant to 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 issued upon conversion or exercise of, or as a dividend on, any securities of the Company; (iv) Common Stock issued in connection with any acquisition, merger, stock exchange or asset acquisition that is approved by the Board of Directors (an “Acquisition Issuance”); (v) the issuance of Common Stock to any strategic partner, including without limitation, any supplier or developer of the Company, except to the extent that the number of shares issued pursuant to this clause (v) exceeds 10% of the Shares (on an as converted basis) outstanding immediately following the Closing (as adjusted for future stock splits, reverse stock splits, stock dividends, reclassifications, reorganizations, or similar events); (vi) Common Stock issued to any financial institution or lessor in connection with a lending or leasing transaction approved by the Board of Directors; (vii) Common Stock issued in a public offering by the Company approved by the Board of Directors; and (viii) Common Stock issued in a private offering by the Company approved by the Board of Directors, provided, that the aggregate gross proceeds attributable to sales for the account of the Company in such private offering does not exceed $7,500,000.
Exceptions to Preemptive Rights shall not apply to the following:
Exceptions to Preemptive Rights. This Section 3.1 shall not apply to ------------------------------- (i) issuances or sales of Common Shares or Common Share Equivalents to employees, officers, and/or directors of the Company and/or any of its Subsidiaries pursuant to employee, officer or director share option or share purchase plans, benefit plans or arrangements of the Company and/or its Subsidiaries which have been approved by the Board of Directors of the Company, (ii) issuances or sales of Common Shares or Common Share Equivalents upon the exercise of any currently outstanding options or warrants evidenced on Exhibit A attached hereto or any Common Share Equivalent which, when issued, was subject to or exempt from the preemptive rights under this Section 3.1 and, to the extent in existence on the date hereof, which are set forth on Schedule 3.1(b) hereto, (iii) securities distributed or set aside ratably to all holders of Common Shares and Common Share Equivalents (or any class or series thereof) on a per share equivalent basis, or (iv) issuances or sales of Common Shares or Common Share Equivalents pursuant to a registered and broadly distributed underwritten public offering, a merger or amalgamation of the Company or a Subsidiary of the Company into or with another entity or an acquisition by the Company or a Subsidiary of the Company of another business or corporation if such transaction was approved in accordance with the Bye-laws of the Company and the terms of this Agreement. In the event of any issuances or sales of Common Shares or Common Share Equivalents as a unit with any other security of the Company or its Subsidiaries, the preemptive rights under this Section 3.1 shall be applicable to the entire unit rather than only the Common Shares or Common Share Equivalent included in the unit.
Exceptions to Preemptive Rights. The rights of the Investors under this Article III shall not apply to Securities issued or Transferred (a) pursuant to the Amended and Restated 2015 Stock Option and Incentive Plan of the Company or any similar equity- or incentive-based compensation plan or agreement approved by the Board of Directors after the date of this Agreement, (b) as a result of any stock or equity split (or reverse split) of the Company or any of its Subsidiaries effected on a pro rata basis among all equity interests of the same class or series, (c) as a dividend or distribution on Series A Preferred Stock, (d) by a direct or indirect Subsidiary of the Company to the Company or another direct or indirect Subsidiary of the Company, (e) pursuant to the Purchase Agreement, (f) in accordance with an express waiver of the provisions of this Article III executed by the Investors, (g) to Persons as direct consideration for the acquisition of another corporation or other entity, or the acquisition of a line of business or of assets of another corporation or other entity, by the Company or any of its Subsidiaries, by stock purchase, merger, purchase of all or substantially all assets or other reorganization or (h) upon the conversion or exchange of any other Securities that were (i) issued prior to the date of this Agreement, (ii) offered to the Investors pursuant to this Article III or (iii) exempt from this Article III.
Exceptions to Preemptive Rights. This Section 3 shall not apply to issuances and sales (a) to employees, officers and/or directors of the Company pursuant to employee benefit or similar plan or arrangement, (b) upon exercise or conversion of any Common Share Equivalent that, when originally issued, was subject to or exempt from the preemptive rights provided herein, (c) distributed or set aside ratably to all holders of Common Shares or Common Share Equivalents (or any class or series thereof) on a per share equivalent basis, (d) pursuant to the Arcade Acquisition Agreement or other equity investment or financing documents executed at the closing of the Arcade Acquisition Agreement or any refinancing, extension, modification or amendment with respect to any preferred equity or debt financing documents (provided that any such new preferred equity is not a Common Share Equivalent), (e) pursuant to a registered underwritten public offering or an offering pursuant to Rule 144A under the Securities Act, (f) pursuant to a merger of the Company or any subsidiary into or with another unaffiliated entity or an acquisition by the Company or any subsidiary of another unaffiliated business or corporation or (g) to Xxxxx Xxxxxxx in connection with an equity investment by him in the Company.
Exceptions to Preemptive Rights. Notwithstanding anything herein to the contrary, the preemptive rights granted to the Preemptive Rights Holders in Section 3.6(a) will not apply to the offer or sale of any of the following Equity Securities, debt securities or any other securities: (i) Equity Securities issued to the SB Member or the Symbotic Member on the Effective Date or pursuant to any Capital Call Notice up to each such Member’s Required Commitment Amount (as it may be adjusted pursuant to the terms of this Agreement) or any Requested Capital Call; (ii) Equity Securities issued to employees, officers, directors, managers, consultants or other service providers of the Company or any of its Subsidiaries approved by the Board and the Members, in each case, in accordance with this Agreement and the Plan; (iii) Equity Securities, debt securities or any other securities issued in connection with any bona fide acquisition by the Company or any of its Subsidiaries as consideration for the securities or assets acquired by the Company or such Subsidiary solely from one or more Independent Third Parties; (iv) Equity Securities, debt securities or any other securities issued in connection with any joint venture, customer or supplier arrangement or other strategic alliance between or among the Company or any of its Subsidiaries, on the one hand, and solely one or more Independent Third Parties, on the other hand; (v) Equity Securities issued in connection with the incurrence, renewal or maintenance of any indebtedness for borrowed money of the Company or any of its Subsidiaries on arm’s-length terms solely with one or more Independent Third Parties as lender or lenders (as applicable); (vi) Equity Securities issued in connection with any Unit split, Unit dividend, combination, reclassification, reorganization, recapitalization or similar event of the Company in which holders of the same class of Units participate in such Unit split, dividend, combination, reclassification, reorganization or recapitalization on a pro rata basis; (vii) Equity Securities issued upon the exercise, conversion, or exchange of any other Equity Securities that were issued in compliance with Section 3.6(a) or this Section 3.6(b) in an issuance exempt from Section 3.6(a) pursuant to this Section 3.6(b); (viii) Equity Securities issued in connection with a Public Offering in accordance with the provisions of this Agreement; or (ix) Equity Securities issued as consideration for any bona fide, arm’s-length Sale Transaction or...
Exceptions to Preemptive Rights. Notwithstanding anything in this Agreement to the contrary, the preemptive rights granted to the Preemptive Rights Holders in Section 3.4(a) shall not apply to the offer or sale of any of the following:
(i) The Units issued in accordance with the Plan of Reorganization;
(ii) Equity Securities issued pursuant to the Management Incentive Plan or any other employee benefit or incentive plan that, in each case, has been approved by the Board;
