Excluded Offerings Sample Clauses

Excluded Offerings. The Investor's rights pursuant to Section 6.1 shall not apply to any registrations on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the offering and sale of the Shares. Moreover, the rights described in Section 6.1 shall not be available to the Investor if, in the opinion of counsel to the Company, all of the Shares then held by the Investor could be sold without registration in a transaction complying with Rule 144 under the Securities Act.
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Excluded Offerings. The provisions of this Article 8 shall not apply ------------------ to any issuance by the Company of New Shares: (a) in connection with an acquisition by the Company or any Subsidiary of the assets or securities of another business entity or the merger of any business entity with or into the Company or any Subsidiary; or (b) to employees or consultants of the Company or any Subsidiary pursuant to Section 5.12 hereof or otherwise; provided, however, that any such issuance of New Shares and the terms thereof have been approved by the Board of Directors of the Company by unanimous written consent or at a meeting at which a majority of the representatives of the Preferred Shareholders are present and vote in favor thereof.
Sample 1
Excluded Offerings. Notwithstanding anything contained herein to the contrary, an Offering shall not include any issuance of securities of the Company in connection with: (a) a grant to any existing or prospective consultants, employees, officers or directors of the Company pursuant to any equity-based plans or other compensation agreement; (b) the conversion or exchange of any outstanding securities of the Company, or the exercise of any outstanding options, warrants or other rights to acquire any securities of the Company; (c) any acquisition by the Company of any equity interests, assets, properties or business of any person; (d) any merger, consolidation or other business combination involving the Company; (e) a split of securities or any similar reorganization or recapitalization; (f) any private placement to lenders or other institutional investors providing non-convertible debt financing to the Company or any of its subsidiaries; or (g) any existing or future strategic transaction, collaboration, research, development, supply or license agreement, or other similar arrangement that provides the Company with additional benefits in addition to the investment of funds, including but not limited to, pursuant to the Master Services Agreement, dated June 12, 2020, between PJSC Pharmsynthez and the Company and financing arrangements in connection with that certain Right to Sublicense Agreement, dated October 27, 2017, by and among Xenetic Biosciences, Inc., Baxalta Incorporated, Baxalta US Inc., and Baxalta GmbH (the foregoing, collectively, the “Excluded Offerings”).
Sample 1
Excluded Offerings. The term “Excluded Offering” as defined in the Note is hereby amended to add the following type of issuance of equity securities: “(v) one or more issuances of securities made after the date hereof for which the total net proceeds do not exceed $20,000,000 in the aggregate, which proceeds may be used for any business purpose.”
Sample 1
Excluded Offerings. The right of participation in this Section 2 shall not apply to the Company's currently anticipated Series B Preferred Stock financing, information about which has been disclosed separately to the Investors. The right of participation in this Section 2 shall also not apply where the Company, with the approval of the Board of Directors, issues or reserves shares of common stock in connection with (i) a stock dividend to holders of common stock or upon the subdivision or combination of shares of common stock, (ii) any stock option plan or other restricted stock plan or employee stock bonus program or grant or other similar arrangement designated and approved by the Board of Directors, (iii) the conversion of convertible preferred stock, (iv) in connection with the merger or consolidation of the Company or a subsidiary of the Company with any other operating company, or the exchange of the capital stock of the Company for the capital stock of another operating company, (v) the acquisition of any assets, stock or other interest in any other operating entity, and (vi) pursuant to any equipment leasing arrangement or debt financing from a bank or similar financial institution; provided, that in the case of any transaction described in clauses (iv) or (v) of this Section 2.5, such transaction must receive prior approval by the Company's Board of Directors and shall not be excluded from the right of participation in this Section 2 where such transaction is with a five percent or greater stockholder of the Company or an "affiliate" of the Company, as that term is defined in Rule 144 under the Securities Act of 1933, as amended. Any determination made by the Company's Board of Directors with respect to any matter described in this Section 2.5 shall be conclusive.
Sample 1
Excluded Offerings. The right of participation in this Section 2 shall not apply to: (a) any Qualified Public Offering; (b) the issuance of shares of Common Stock (or options or warrants therefor) to employees, officers, directors or consultants for the primary purpose of soliciting or retaining their employment or services; (c) the issuance of shares of Stock as a stock dividend or upon any subdivision or split of any outstanding Stock; (d) the issuance of shares of Stock upon conversion of any Stock at any time outstanding; (e) the issuance of Company Securities in connection with the merger or consolidation of the Company or a subsidiary of the Company with any other company, or the exchange of Company Securities for stock of another company; (f) the issuance of Company Securities in connection with the purchase of all or any portion of the assets of another business entity (including, without limitation, patents, trade secrets and other intellectual property interests) or a division of another business; (g) the offering or issuance of Company Securities in connection with the establishment of a business relationship with a licensor, licensee, lessor, supplier, or contractor or with a corporate partner or strategic partner which is approved by the Company's Board of Directors; or (h) the offer or issuance of Company Securities in connection with debt financing provided by a commercial lender or equipment lease financing provided by an equipment financing institution. Any determination made by the Company's Board of Directors with respect to any matter described in this Section 2.5 shall be conclusive.
Sample 1
Excluded Offerings. The right of first offer in this Appendix B shall not be applied to (i) any offering of Company Shares (or options, rights or warrants therefor) to employees, officers, consultants or directors of, or licensors of technology to, or suppliers of assets or services to, or lessors of assets to, the Company, under any agreement, arrangement or plan, including any stock option plan or incentive stock plan, approved by the Board of Directors, (ii) any offering by the Company of its equity securities to the general public pursuant to a registration statement filed under the Securities Act, (iii) the issuance of Company Shares as a stock dividend or upon any combination, subdivision or split-up of any outstanding securities of the Company, (iv) the issuance of Company Shares upon exercise or conversion of any securities at any time outstanding, (v) the issuance of Company Shares in connection with the merger or consolidation of the Company or a subsidiary of the Company with any other company, or the exchange of Company Shares for stock of another company, (vi) the issuance of Company Shares in connection with the purchase of assets or stock of another business entity or a division of another business, (vii) the offering or issuance of Company Shares to a company or other corporate partner in a strategic alliance with which the Company has entered into, or intends to enter into, a collaboration or other arrangement relating to research, development, testing, manufacture or marketing of products, or (viii) the offering or issuance of Company Shares (or options or warrants therefor) in connection with the purchase of any tangible or intangible assets for use in the Company's business, including, without limitation, patents, trade secrets and leasehold interests, the lease of equipment by the Company, the provision of lease financing to the Company or the purchase of any products by the Company; provided that, in any such case, any such offering or issuance is approved by the Company's Board of Directors.
Sample 1
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Excluded Offerings. Notwithstanding the provisions of Section 3.1, the following issuances by the Company shall be "EXCLUDED OFFERINGS" and shall not be considered Applicable Offerings: (i) securities issued in any public offering, (ii) securities issued in connection with any acquisition by the Company of any other business or commercial enterprise where the Company is the surviving entity, (iii) securities issued for compensatory purposes to directors, consultants or employees of the Company or its affiliates, (iv) securities issued upon exercise of stock options or warrants or upon the conversion of convertible securities outstanding on the date hereof or issued in compliance with this Article III (including shares of Common Stock issuable upon conversion of the Preferred Stock), (v) securities issued to financial institutions and leasing companies in connection with borrowing and lease financing arrangements, or to landlords or service providers, (vi) securities issued pursuant to (a) the provisions of Section 3 of the Series 04 Preferred Stock Purchase Agreement by and between the Company and the investors who are signatories thereto, dated April 2, 2004, as may be amended from time to time, (b) the provisions of Section 3 of the Series 04 Preferred Stock Exchange Agreement by and between the Company and the investors who are signatories thereto, dated April 2, 2004, as may be amended from time to time, (c) the provisions of Section 3 of the 2005 Series 04 Preferred Stock Purchase Agreement by and between the Company and the investors who are signatories thereto, dated March 2, 2005, as may be amended from time to time, (d) the provisions of Section 3 of the Purchase Agreement, and (e) such comparable exchange rights as may granted by the Company in the future, (vii) securities issued in connection with any joint venture, strategic alliance, distribution or development agreement or other similar relationship or issued for non monetary consideration, (viii) securities issued pursuant to Section 3.9 of Article FOURTH of the Company's Amended and Restated Certificate of Incorporation, as may be amended from time to time or (ix) securities issued upon the exercise or conversion of securities issued pursuant to (i)-(viii) or upon the exercise or conversion of those securities.
Sample 1

Related to Excluded Offerings

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Subsequent Offerings Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

  • Third-Party Offerings Dell may offer Third-Party Products for use with the APEX Service through an online marketplace, or using Dell’s then-current Third-Party Product resale programs (e.g. “Extended Technologies Complete”, “Software & Peripherals (S&P)”). Third-Party Products that Distributor orders from Dell through these resale programs are referred to as “Third-Party Offerings”. Distributor may offer Third-Party Offerings to Reseller to offer to Customer for Customer’s use, at Distributor’s option, if available. If Distributor chooses to offer Third-Party Offerings to Reseller for Reseller to offer to Customer for Customer’s use, Distributor, Reseller, and Customer are responsible for complying with any terms applicable to the Third-Party Offerings, including any separate fees imposed by the provider of that Third-Party Offering (whether payable to Dell or directly to the third-party provider). Distributor agrees to comply with the standard license, services, warranty, indemnity, and support terms of the third-party manufacturer/supplier (or an applicable direct agreement between Distributor and the third-party manufacturer/supplier) for the Third Party Offering. Even if Dell invoices for them, Dell does not provide support services for Third-Party Offerings. Distributor must contact the applicable third-party directly for support. Third-Party Offerings are provided “AS IS”. Any warranty, damages or indemnity claims against Dell for Third-Party Offerings are expressly excluded. Dell may suspend or terminate provision and hosting of any Third- Party Offerings at any time, and that suspension or termination will not be deemed a material change to the APEX Service for the purpose of Clause 3.2 (Material Modifications).

  • Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • Similar Offerings The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act.

  • IPO The IPO, in such form and substance as the REIT, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed (or be completed simultaneously with the Closing).

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