Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) Equity Securities issued upon conversion of the Series Preferred; (b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company; (c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board; (d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”); (f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors; (g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board; (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors; (i) any Equity Securities issued in connection with a Qualified Public Offering; and (j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Trius Therapeutics Inc), Investor Rights Agreement (Trius Therapeutics Inc)
Excluded Securities. The rights right of first refusal established by this Section 4 Sections 9.1, 9.2 and 9.3 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;pursuant to such options, warrants or other rights) issued or
(b) any Equity Securities stock issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or rights, agreements, options, options or warrants or convertible securities outstanding as of the date of this Agreement; , and Equity Securities stock issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as Agreement provided that the rights right of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect 9 did not apply to the initial sale or grant by the Company of such rights rights, agreements, options or agreementswarrants;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved whereby the stockholders of the Company will own more than fifty percent (50%) of the voting power of the combined entity;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)any Equity Securities;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;; and
(g) any Equity Securities issued to third-party service providers in exchange for shares of the Company's Common Stock or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities Preferred Stock issued in connection with strategic transactions involving the Company and other entitiesany third party, including, without limitation, including (i) joint ventures, manufacturing, marketing marketing, corporate partnering or distribution arrangements arrangements, or (ii) technology transfer transfer, research or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the BoardCompany's Board of Directors. Notwithstanding the foregoing, including during the approval of a majority term of the Preferred Directors;
right of first refusal under this Article 9, if at any time or from time to time after the date of this Agreement the Company issues, pursuant to one or more transactions described in Sections 9.6 (ia) through (g), shares of its Common Stock (whether a new issuance of Common Stock, or Common Stock issued upon the exercise of an Equity Security, option, warrant or conversion or exchange right or other similar right), and if upon such issuance the number of Shares purchased pursuant to Sections 2.1 and 2.2 hereof, plus the number of shares of Common Stock (and the number of shares of Common Stock issued or issuable upon the conversion of any Equity Securities issued in connection with a Qualified Public Offering; and
(jSecurities) any Series B Stock issued by the Company previously purchased pursuant to the terms of the Purchase Agreement.this Article 9 (collectively, the
Appears in 2 contracts
Samples: Stock Purchase Agreement (Monsanto Co), Stock Purchase Agreement (Cytel Corp/De)
Excluded Securities. The rights of first refusal offer established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board, including one of the Preferred Directors, and not opposed by any of the Preferred Directors attending or participating in the Board or (2) are approved after the date of this Agreement by the Boardmeeting;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority one of the directors elected Preferred Directors, and not opposed by the holders any of the Series Preferred (Directors attending or participating in the “Preferred Directors”)Board meeting;
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority one of the Preferred Directors, and not opposed by any of the Preferred Directors attending or participating in the Board meeting;
(gf) any Equity Securities issued to third-third party service providers in exchange for or as partial consideration for services rendered to the Company approved by the BoardCompany;
(hg) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority one of the Preferred Directors, and not opposed by any of the Preferred Directors attending or participating in the Board meeting;
(h) any Equity Securities issued by the Company that were unanimously approved by the Board;
(i) any Equity Securities that are issued in connection with by the Company pursuant to a Qualified Public Offeringregistration statement filed under the Securities Act; and
(j) any Series B Stock Equity Securities issued by the Company pursuant to the terms of Section 2.3 of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Ruckus Wireless Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination as approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution as approved by the Board, including Board of Directors;
(f) any Equity Securities that are issued by the approval of Company pursuant to a majority of registration statement filed under the Preferred DirectorsSecurities Act;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company as approved by the BoardBoard of Directors;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval Company’s Board of a majority of the Preferred Directors;; and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Avalanche Biotechnologies, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued upon conversion of any shares of Preferred Stock of the Series PreferredCompany or as a dividend or other distribution on any shares of Preferred Stock of the Company;
(b) any Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued in connection with pursuant to such options, warrants or other rights (as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like after the date hereof) issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(c) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or non-convertible debt financing from a bank or similar financial or lending institution approved by the Board (including the Requisite Directors);
(d) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board (including the Requisite Directors);
(e) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to in connection with any equipment loan stock split, stock dividend or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved recapitalization by the Board, including the approval of a majority of the Preferred DirectorsCompany;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entitiesentities approved by the Board (including the Requisite Directors), including, including without limitation, (i) limitation joint ventures, manufacturing, marketing or distribution arrangements or (ii) marketing, distribution, technology transfer or development arrangements; provided ;
(h) any Equity Securities that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved issued by the Board, including Company in connection with a firmly underwritten public offering pursuant to an effective registration statement under the approval of a majority of the Preferred Directors;Securities Act; and
(i) any Equity Securities issued in connection with that the Requisite Holders elect, by vote or written consent, voting together as a Qualified Public Offering; and
(j) any Series B Stock issued single class on an as-converted basis, to exclude from the rights of first refusal established by the Company pursuant to the terms of the Purchase Agreementthis Section 4.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Tricida, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued upon conversion of the Series PreferredPreferred Stock;
(b) any Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities other rights issued or to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(dc) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board;
(e) any Equity Securities issued in connection with any stock split, including the approval of a majority of the directors elected stock dividend or recapitalization by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the BoardCompany;
(h) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(i) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock Equity Securities issued by the Company pursuant to the terms of Section 2.3 of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Snowflake Inc.), Investor Rights Agreement (Snowflake Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities other rights issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1the “Plans”) exist as of the date of this Agreement and when (i) such Plans have been approved by the Board of Directors on or prior to the date hereof, or (2ii) such Plans are approved by the Board of Directors after the date hereof, including the affirmative approval of this Agreement by the BoardNAV Director;
(db) Any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and any Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a bona fide merger, consolidation, acquisition, strategic alliance or similar business combination combination, provided that such transaction is not primarily for equity financing purposes and is approved by the BoardBoard of Directors, including which shall include, in the approval case of a majority any such issuance to an Affiliate or Related Person of the directors elected Company, approval by the holders of the Series Preferred (the “Preferred Directors”)NAV Director;
(fd) any Equity Securities issued in connection with any stock split or stock dividend by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution or lending institution; provided that such transaction is not primarily for equity financing purposes, and is approved by the BoardBoard of Directors, including which shall include, in the approval case of a majority any such issuance to an Affiliate or Related Person of the Preferred DirectorsCompany, approval by the NAV Director;
(f) any Equity Securities that are issued by the Company pursuant to a registration statement relating to a firm commitment underwritten offering filed under the Securities Act;
(g) any Equity Securities issued pursuant to third-party service providers in exchange for or as partial consideration for services rendered to Section 2 of the Company approved by the BoardPurchase Agreement;
(h) any Equity Securities issued in connection with bona fide strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are transaction is not primarily for equity financing purposes other than raising capital and the terms of such business relationship with such entity have been is approved by the BoardBoard of Directors, including which shall include, in the approval case of a majority any such issuance to an Affiliate or Related Person of the Preferred Directors;Company, approval by the NAV Director ; and
(i) any Equity Securities issued to suppliers or third party service providers in connection with a Qualified Public Offeringthe provision of goods or service; and
(j) any Series B Stock issued provided that such transaction is not primarily for equity financing purposes and is approved by the Company pursuant Board of Directors, which shall include, in the case of any such issuance to the terms an Affiliate or Related Person of the Purchase AgreementCompany, approval by the NAV Director.
Appears in 2 contracts
Samples: Investor Rights Agreement (HealthWarehouse.com, Inc.), Investor Rights Agreement (New Atlantic Venture Fund Iii L P)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement other rights to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements agreements, options, warrants or convertible securities granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements, options, warrants or convertible securities;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(hf) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(g) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;Board and is not substantially for equity financing purposes; or
(ih) any Equity Securities shares of Series B-2 Preferred Stock or B-3 Preferred Stock issued in connection with a Qualified Public Offering; and
any Closing (j) any Series B Stock issued by the Company pursuant to the terms of as such term is defined in the Purchase Agreement) occurring after the date hereof.
Appears in 2 contracts
Samples: Investor Rights Agreement (Applied Genetic Technologies Corp), Investor Rights Agreement (Applied Genetic Technologies Corp)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities the Subject Common Shares;
(b) shares of Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;Preferred Shares:
(c) Equity Securities shares of Series D Stock issued upon the Common Share Exchange;
(d) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) after the date that the first share of this Agreement Series C Stock was issued (the "Series C Original Issue Date") to employees, officers or directors of, of or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(de) Equity Securities shares of Common Stock issued or issuable pursuant to any rights or agreements, the exercise of options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreementsSeries C Original Issue Date;
(ef) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, Board of Directors (including the approval of a majority of the directors elected by the holders representatives of the Series Preferred (the “Preferred Directors”Preferred);
(fg) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(h) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(gi) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(hj) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, . including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the BoardCompany's Board of Directors, including in such approval the approval affirmative vote of a majority at least one Director designated by the holders of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase AgreementRegistrable Securities.
Appears in 2 contracts
Samples: Investor Rights Agreement (Epocrates Inc), Investor Rights Agreement (Epocrates Inc)
Excluded Securities. The rights of first refusal offer established by this Section 4 shall have no application to any securities of the following Equity SecuritiesCompany issued or issuable:
(a) Equity Securities issued upon conversion of the Series PreferredPreferred Stock;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(dc) Equity Securities issued or issuable pursuant to any rights or agreements, the exercise of options, warrants warrants, notes or convertible other rights to acquire securities of the Company outstanding as of the date of this Agreement; hereof and Equity Securities securities issued pursuant to any such options, warrants, notes or other rights or agreements to acquire securities of the Company granted after the date of this Agreementhereof, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale issuance or grant by the Company of such options, warrants, notes or other rights or agreementsto acquire securities of the Company;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance purchase of all or substantially all of an entity’s stock or assets or similar business combination approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fe) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(gf) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the BoardBoard of Directors;
(hg) any Equity Securities issued for non-capital raising purposes in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, strategic alliances, manufacturing, marketing or distribution arrangements arrangements, or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the BoardBoard of Directors;
(h) in connection with any stock split, including stock dividend or recapitalization by the approval of a majority of the Preferred DirectorsCompany or other similar event;
(i) any Equity Securities issued in connection with a Qualified Public Offeringpursuant to the Purchase Agreement; andor
(j) any Series B Stock issued by the Company in an underwritten public offering pursuant to a registration statement filed under the terms of Securities Act or pursuant to a receipt issued for a final prospectus by the Purchase Agreementapplicable securities commissions or regulatory authorities in a foreign jurisdiction.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Infraredx Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued upon conversion of the Series PreferredPreferred Stock;
(b) any Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued in connection with pursuant to such options, warrants or other rights (as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like after the date hereof) issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(dc) any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, waived or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board;
(e) any Equity Securities issued in connection with any stock split, including the approval of a majority of the directors elected stock dividend or recapitalization by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the BoardCompany;
(h) any Equity Securities issued in connection with the Initial Offering;
(i) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;
(ij) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms Purchase Agreement; or
(k) any Equity Securities that the holders of at least a majority of the Purchase Agreementthen-outstanding Registrable Securities agree shall not be subject to the rights of first refusal set forth in this Section 4. provided, however, that the total number of shares excluded from the rights of first refusal established by this Xxxxxxx 0 xxxxxxxx xx xxxxxxxxxxx (x), (x), (x) and (i) above shall not exceed 3,000,000 shares in the aggregate (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof).
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Anaptysbio Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date Original Issue Date (as defined in the Company’s Amended and Restated Certificate of this Agreement Incorporation, as amended from time to time) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or of Directors, including a majority of the directors elected pursuant to Section D.2(h)(i) of Article IV of the Amended and Restated Certificate of Incorporation of the Company (2) are approved after the date of this Agreement by the Board“Preferred Directors”);
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval of a majority of the Preferred Directors;; and
(gf) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to a registration statement filed under the terms of the Purchase AgreementSecurities Act.
Appears in 2 contracts
Samples: Investor Rights Agreement (Channeladvisor Corp), Investor Rights Agreement (Channeladvisor Corp)
Excluded Securities. The subscription rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities (the “Excluded Securities:”):
(a) Equity Securities options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the filing of the Series Preferred;
(bCompany’s Second Amended and Restated Certificate of Incorporation) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either arrangements, where the primary purpose of such is not to raise additional equity capital;
(1b) exist stock issuable pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement; provided, so long as however, that the subscription rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(d) shares of Common Stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangementleasing, real property leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities issued pursuant to third-party service providers in exchange for or as partial consideration for services rendered to the Company any licensing transaction approved by the Board;Board of Directors; and
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entitiesalliances, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided provided, however, that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval Company’s Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Codexis Inc), Investor Rights Agreement (Codexis Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) any Equity Securities issued upon conversion of the Investor Preferred or the Company’s Series PreferredFP Preferred Stock;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary for the primary purpose of soliciting, retaining or rewarding their services pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(dc) any Equity Securities issued or issuable pursuant to any rights the exercise or agreementsconversion of Common Stock or Preferred Stock or other stock, options, warrants warrants, purchase rights or other securities exercisable for or convertible securities into Common Stock outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination combination, in each case approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fe) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(gf) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company as approved by the BoardBoard of Directors;
(hg) any Equity Securities issued in connection with strategic transactions involving the Company and other entitiesentities approved by the Board of Directors, including, including without limitation, (i) limitation joint ventures, manufacturing, marketing or distribution arrangements or (ii) marketing, distribution, technology transfer or development arrangements; provided ;
(h) any Equity Securities that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval holders of a majority of the outstanding shares of Investor Preferred Directors(voting together as a single class and on an as-converted basis) elect in writing to exclude from the rights of first refusal granted in this Section 4;
(i) any Equity Securities issued in connection with a Qualified Public Offering; andby the Company pursuant to the Purchase Agreement;
(j) any Series B Stock Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company that is effected in compliance with the Company’s certificate of incorporation; or
(k) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the terms of the Purchase AgreementSecurities Act.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Snap Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion of the Series PreferredPreferred Stock;
(b) Equity Securities issued pursuant to the exercise of any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by outstanding as of the Companydate hereof;
(c) Equity Securities issued after the date upon a stock split, stock dividend or any subdivision of this Agreement Equity Securities;
(d) Equity Securities issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after of Directors, including the date of this Agreement representatives designated by the BoardPreferred Stock;
(de) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights equipment loan or agreements granted after the date of this Agreementleasing arrangement, so long as the rights of first refusal established by this Section 4 were complied with, waived, real property leasing arrangement or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale debt financing from a bank or grant similar financial institution approved by the Company of such rights or agreementsBoard, including the representatives designated by the Preferred Stock;
(ef) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected representatives designated by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred DirectorsStock;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing marketing, supply or distribution arrangements or arrangements, (ii) technology transfer or development arrangements; provided arrangements or (iii) any other arrangement involving corporate partners that such transactions are primarily for purposes other than raising capital and capital, the terms of such business relationship with such entity have been which are approved by the Board, including the approval of a majority of representatives designated by the Preferred DirectorsStock;
(h) Equity Securities issued pursuant to a Qualified IPO (as defined in the Restated Certificate); and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms Purchase Agreement and upon conversion of the Purchase Agreementsuch Equity Securities.
Appears in 2 contracts
Samples: Investor Rights Agreement (Zulily, Inc.), Investor Rights Agreement (Zulily, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities up to 10,204,835 shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
pursuant to such options, warrants or other rights (b) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like after the date hereof), or recapitalization such larger amount as approved by the Company;
Board of Directors, including at least two (c2) Equity Securities Preferred Directors, issued or to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board of Directors provided, however, that any shares of Common Stock (i) not issued pursuant to rights, agreements, option or warrants (“Unexercised Options”) as a result of the termination of such Unexercised Options or (2ii) are approved after the date of this Agreement reacquired by the BoardCompany from employees, directors or consultants at no more than cost pursuant to agreements that permit the Company to repurchase such shares upon termination of services to the Company shall not be counted toward such maximum number unless and until such shares are regranted as shares of Common Stock and/or options, warrants or other Common Stock purchase rights;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination combination, approved by the BoardBoard of Directors, including the approval of a majority of the directors elected by the holders of the Series Preferred at least two (the “2) Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval of a majority of the at least two (2) Preferred Directors;
(gf) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(hg) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) marketing, distribution, technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Cirius Therapeutics, Inc.), Investor Rights Agreement (Cirius Therapeutics, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) any Equity Securities issued or issuable pursuant to the exercise of any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and any Equity Securities issued pursuant to any such rights or agreements convertible securities granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash in connection with the First Closing, Second Closing, Third Closing, Optional Fourth Tranche Closing or Additional Closing (as each term is defined in the Purchase Agreement);
(d) any Equity Securities issued pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(e) any Equity Securities issued in connection with any stock split, including the approval of a majority of the directors elected stock dividend or recapitalization by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities issued pursuant to third-party service providers in exchange a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for or as partial consideration for services rendered to the Company approved by account of the Board;Company; and
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval Company’s Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights and Securityholder Agreement (Esperion Therapeutics, Inc.), Registration Rights and Securityholder Agreement (Esperion Therapeutics, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities stock issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination that is approved by the BoardBoard of Directors and entered into for primarily non-equity financing purposes;
(d) any Equity Securities issued in connection with any stock split, including stock dividend or recapitalization by the Company;
(e) any Equity Securities that, with the unanimous approval of a majority the Board of Directors, are not offered to any existing stockholder of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval of a majority of the Preferred Directorsentered into for primarily non-equity financing purposes;
(g) any Equity Securities issued to third-third party service providers in exchange for or as partial consideration for services rendered to the Company as approved by the BoardBoard of Directors;
(h) any Equity Securities that are issued in connection with strategic transactions involving by the Company and other entitiespursuant to a bona fide, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangementsfirmly underwritten public offering; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of Section 2.3 of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Stitch Fix, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) any Equity Securities issued upon conversion of, or as a dividend or distribution on, the Preferred Stock or issued pursuant to the Purchase Agreement (including without limitation the Warrants (as defined in the Purchase Agreement), if issued pursuant to the Purchase Agreement, and any Equity Securities issued upon exercise of the Series PreferredWarrants);
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement issuable to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(dc) any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities the exercise of Equity Securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreementshereof;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fe) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(gf) any Equity Securities issued to third-party service providers in exchange for for, or as partial consideration for for, services rendered to the Company approved by the BoardCompany;
(hg) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) strategic alliances, collaborations, joint ventures, manufacturing, marketing or distribution arrangements manufacturing or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;
(ih) any Equity Securities issued in connection with a Qualified Public an Initial Offering; and
(ji) any Series B Stock issued Equity Securities, which the Major Investors holding a majority of the then outstanding shares of Registrable Securities held by the Company Major Investors shall specifically designate as not being subject to the rights of first refusal set forth in this Section 4 pursuant to the terms a written consent of the Purchase Agreementsuch holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (Flexion Therapeutics Inc), Investor Rights Agreement (Flexion Therapeutics Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities up to 25,000,000 shares of Common Stock (the “Base Option Pool”) that is approved by the Company’s Board of Directors, issued upon conversion after the original issue date of the Series Preferred;
(b) any Equity Securities issued in connection with any stock splitA Preferred pursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement other rights to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board for the primary purpose of soliciting or retaining their services (2) are approved after individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date of hereof) may again be sold or granted under this Agreement by Section 4.7(a) without counting another time against the Board;limitations set forth above.
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to .to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(d) shares of Common Stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority Common Stock issued upon conversion of shares of the directors elected by the holders of the Series Company’s Preferred (the “Preferred Directors”)Stock;
(f) any Equity Securities up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial institution approved by the Boardinstitution, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and , in any case the terms of such business relationship with such entity have been which are approved by the Board, including the approval Board of a majority of the Preferred Directors;
(ig) any Equity Securities that are issued by the Company in connection with a Qualified Public Offering; andpublic offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time;
(jh) any Series B Stock Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase AgreementAgreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and
(i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of Directors.
Appears in 2 contracts
Samples: Investor Rights Agreement, Voting Agreement, Right of First Refusal and Co Sale Agreement (Sonim Technologies Inc), Investor Rights Agreement, Voting Agreement, Right of First Refusal and Co Sale Agreement (Sonim Technologies Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued upon conversion of any then outstanding Preferred Stock of the Series PreferredCompany;
(b) any Equity Securities issued shares of Common Stock and/or options, warrants or other Common Stock purchase rights (in connection with any each case as adjusted for stock splitsplits, stock dividenddividends, stock distribution or recapitalization by recapitalizations and the Company;
(c) Equity Securities issued like after the date of this Agreement hereof) and the Common Stock issued pursuant to such options, warrants or other rights to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Company’s Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(dc) any Equity Securities issued or issuable pursuant to any rights or agreements, upon the exercise of options, warrants or convertible securities outstanding as of the date of this Agreement; and hereof;
(d) any Equity Securities issued pursuant to any such rights commercial transaction, licensing arrangement, equipment loan or agreements granted after the date of this Agreementleasing arrangement, so long as the rights of first refusal established by this Section 4 were complied withreal property leasing arrangement or debt financing transaction, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant in each case which has been unanimously approved by the Company Company’s Board of such rights or agreementsDirectors and the holders of at least 60% of the outstanding shares of Series E Preferred;
(e) any shares of Common Stock, Preferred Stock of the Company and/or other Equity Securities issued for consideration in connection with transactions involving the Company and other entities, the principal purpose of which is other than cash pursuant to a for the raising of capital through the sale of equity securities, including (i) joint ventures, manufacturing, marketing or distribution agreements, (ii) technology transfer or development arrangements and (iii) merger, consolidation, acquisition, strategic alliance or similar business combination combination, in each case which has been unanimously approved by the Board, including the approval Board of a majority of the directors elected by Directors and the holders of at least 60% of the outstanding shares of Series Preferred (the “Preferred Directors”)E Preferred;
(f) shares of Common Stock issued in an Initial Offering;
(g) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(h) shares of Preferred Stock of the Company issued pursuant to the Put Agreement; and
(i) shares of Common Stock, Series E Preferred and/or other Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Ambit Biosciences Corp)
Excluded Securities. The participation rights of first refusal established by this Section 4 5 shall have no application not be available to any shareholder with regard to the issuance of any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other purchase rights and the Common Stock issued upon conversion of the Series Preferred;
pursuant to such options, warrants or other purchase rights (b) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like after the date hereof) issued or recapitalization by the Company;
(c) Equity Securities to be issued after the first date of this Agreement that any such securities were issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and are or have been approved by the Board Board; provided, however, that neither the Invus Group nor any director nominees of the Invus Group shall be awarded any such options or equity prior to the Initial Offering;
(2b) are shares of Common Stock issued to all holders of affected securities of the Company in connection with any stock split, stock dividend or recapitalization by the Company approved after the date of this Agreement by the Board;
(dc) Equity Securities shares of Common Stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as upon conversion of shares of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this AgreementCompany’s preferred stock, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreementsif any;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(he) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to a registration statement filed under the terms of Securities Act; or
(f) any Equity Securities (including options or warrants) issued in connection with lending arrangements; provided, however, that pro rata participation as a lender was offered to the Purchase AgreementNon-Invus Stockholders in connection with such lending arrangements.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Blue Buffalo Pet Products, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion up to an aggregate of two million three hundred thousand (2,300,000) shares, plus up to an additional one million two hundred thousand (1,200,000) shares pursuant to Section 7.3 of the Series Preferred;
Purchase Agreement, of Common Stock and/or options, warrants or other Common Stock purchase rights for such amount of shares (bthe “Option Rights”) any Equity Securities and the Common Stock issued pursuant to such Option Rights (in connection with each case, as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like after the date hereof) issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board of Directors; provided, however, that at any given point in time, such amount shall be increased to reflect any shares of Common Stock (i) not issued pursuant to the Option Rights (“Unexercised Options”) as a result of the termination or cancellation of such Unexercised Options or (2ii) are approved after the date of this Agreement reacquired by the BoardCompany from employees, officers, directors or consultants at cost (or the lesser of cost or fair market value) pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company;
(db) any Equity Securities issued or issuable pursuant to the exercise of any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and any Equity Securities issued pursuant to any such rights or agreements convertible securities granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued in connection with the Second Closing, Third Closing, Additional Closing or Optional Fourth Tranche Closing (as each term is defined in the Purchase Agreement);
(d) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(e) any Equity Securities issued in connection with any stock split, including the approval of a majority of the directors elected stock dividend or recapitalization by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities issued pursuant to third-party service providers in exchange a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for or as partial consideration for services rendered to the Company approved by account of the BoardCompany;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval Company’s Board of a majority of the Preferred Directors;Directors provided that such transaction is not substantially for equity financing purposes; and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms that certain Convertible Promissory Note issued to Pfizer, Inc. pursuant to that certain Note Purchase Agreement of the Purchase Agreementeven date herewith.
Appears in 2 contracts
Samples: Investor Rights Agreement (Esperion Therapeutics, Inc.), Investor Rights Agreement (Esperion Therapeutics, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion up to 5,084,877 shares of the Series Preferred;
(b) any Equity Securities issued in connection with any stock splitCommon Stock and/or options, stock dividendwarrants or other Common Stock purchase rights, stock distribution or recapitalization such greater amount approved by the Company;
(c) Equity Securities Board pursuant to Section 3.13, and the Common Stock issued after the date of this Agreement pursuant to such options, warrants or other rights issued or to be issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority two-thirds of the directors elected by the holders members of the Series Preferred (the “Preferred Board of Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including and Equity Securities issued in connection with that certain Note Purchase Agreement;
(f) any Equity Securities that are issued by the approval of Company pursuant to a majority of registration statement filed under the Preferred DirectorsSecurities Act;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing marketing, licensing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority two-thirds of the Preferred members of the Board of Directors;; and
(ih) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Revance Therapeutics, Inc.), Investor Rights Agreement (Revance Therapeutics, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company that is approved by the Board;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(hf) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(g) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;Board and that such transaction is not substantially for equity financing purposes; or
(ih) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of Section 2.3, Section 2.4 and/or Section 2.5 of the Purchase Agreement.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Veracyte, Inc.), Investors’ Rights Agreement (Veracyte, Inc.)
Excluded Securities. The participation rights of first refusal established by set forth in this Section 4 shall have no application not apply to any of the following Equity Securities:
(a) Equity Securities shares of the Common Stock issued or issuable upon conversion of any shares of the Series PreferredPreferred Stock;
(b) any Equity Securities shares of the capital stock of the Company issued in connection with any payment of the Series A Accruing Dividends (as defined in the Restated Certificate) or shares of the capital stock split, stock dividend, stock distribution or recapitalization by of the CompanyCompany issued in payment of Accruing Dividends (as defined in the Restated Certificate) on shares of Preferred Stock outstanding as of the date hereof;
(c) Equity Securities issued after shares of the date Common Stock, including options, warrants or other rights to purchase up to such number of this Agreement shares of the Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), issued, sold or granted to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as are approved by a majority of the date members of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities shares of the Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) shares of the Common Stock or the Preferred Stock issued or issuable pursuant to any rights or agreements, the exercise of options, warrants or convertible securities Convertible Securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreementshereof;
(ef) any Equity Securities shares of the Common Stock or Preferred Stock and/or options, warrants or other rights to purchase the Common Stock or the Preferred Stock issued or issuable for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders members of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;; and
(g) any Equity Securities equity securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued issuable in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided provided, however, that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;; and
(ih) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock that are issued by the Company pursuant to a registration statement filed under the terms of the Purchase AgreementSecurities Act.
Appears in 2 contracts
Samples: Investor Rights Agreement (Gemphire Therapeutics Inc.), Investor Rights Agreement (Gemphire Therapeutics Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities up to an aggregate of 149,059,586 shares (provided, however, that such number shall be increased to reflect any shares of Common Stock (i) not issued upon conversion pursuant to the rights, agreements, option or warrants (“Unexercised Options”) as a result of the Series Preferred;
termination of such Unexercised Options or (bii) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization reacquired by the Company from employees, directors or consultants at cost (or the lesser of cost or fair market value) pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company;
) of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (cas adjusted for stock splits and combinations) Equity Securities issued or to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including ;
(f) any Equity Securities that are issued by the approval of Company pursuant to a majority of registration statement filed under the Preferred DirectorsSecurities Act;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;Company; and
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Roku, Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) the issuance and sale of, or the grant of options to purchase shares of Equity Securities Securities, to employees, directors or officers of, or bona fide consultants to, the Company and its subsidiaries pursuant to stock plans or options or agreements adopted or approved by the Board (including shares issued upon conversion or sold pursuant to the exercise of any stock option or purchased pursuant to a grant under the Series PreferredCompany’s stock option plans or stock purchase plans or pursuant to agreements entered into for employee compensation purposes prior to the date hereof);
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by upon the Companyconversion of the Preferred Stock;
(c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board;
(d) any Equity Securities issued in connection with any stock split, including the approval of a majority of the directors elected stock dividend or recapitalization by the holders Company;
(e) any Equity Securities issued to Persons or entities with which the Company has business relationships as equity enhancements in bank financing, leasing or other similar transactions approved by the Board (including at least one of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities that are issued by the Company pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by registration statement filed under the Board, including the approval of a majority of the Preferred DirectorsSecurities Act;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, Board (including the approval of a majority at least one of the Series Preferred Directors) and such shares equal less than 5% of the Equity Securities of the Company (calculated on a fully-diluted basis) outstanding immediately prior to such strategic transaction;
(h) any Equity Securities issued pursuant to the acquisition of another Person by the Company or issued in connection with any merger, consolidation, combination, purchase of all or substantially all of the assets or other reorganization approved by the Board (including at least one of the Series Preferred Directors); or
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Xencor Inc), Investor Rights Agreement (Xencor Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
pursuant to such options, warrants or other rights (b) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like after the date hereof) issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Company’s Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash in connection with any stock split, stock dividend or recapitalization by the Company;
(d) any Equity Securities that are issued by the Company pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by registration statement filed under the Board, including Securities Act;
(e) the approval issuance and sale of a majority of the directors elected by the holders of Series D Stock pursuant to the Series Preferred (the “Preferred Directors”)D Agreement;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial institution arrangement, which arrangement is approved by the BoardCompany’s Board of Directors, including the approval of a majority of the Preferred Directors;and is primarily for non-equity financing purposes; and
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval holders of a majority of the Preferred Directors;
(i) any Equity Registrable Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued then outstanding and held by the Company pursuant Major Investors agree in writing, shall not be subject to the terms right of the Purchase Agreementfirst refusal set forth in this Section 4.
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of pursuant to such options, warrants or other rights) (as adjusted for stock splits, recapitalizations and the Series Preferred;
(blike) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors (1including the Series C designee);
(b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreementsAgreement, options, warrants or and convertible securities promissory notes outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided, that the preemptive rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination, including up to 16,856 shares of Common Stock that may be issued in the acquisition of StrataWeb;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(g) shares of capital stock, or other securities, or warrants, rights, options or other convertible securities (as adjusted for stock splits, stock dividends, recapitalizations and the like), issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, commercial credit arrangement or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Boardinstitution;
(h) any Equity Securities shares of Series C Stock issued in connection with strategic transactions involving pursuant to the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangementsPurchase Agreement; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
warrants to purchase up to 110,148 (jas adjusted for stock splits, stock dividends, recapitalizations and the like) any shares of Series B C Stock issued by at an exercise price of $59.12 (as adjusted for stock splits, stock dividends, recapitalizations and the Company pursuant to like) per share (and the terms shares of Common Stock issuable upon the Purchase Agreementexercise thereof).
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 shall have no application to the issuance of any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued upon conversion of shares of the Series PreferredCompany’s Preferred Stock;
(b) any Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities other rights issued or to be issued after the date Series E Original Issue Date (as defined in the Company’s Certificate of this Agreement Incorporation) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary for the primary purpose of soliciting or retaining their services and pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after of Directors, including the date affirmative vote of this Agreement at least three of the representatives designated by the BoardPreferred Stock;
(dc) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the preemptive rights of first refusal established by this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ed) any Equity Securities issued for consideration other than primarily cash pursuant to a merger, consolidation, acquisition, strategic alliance transaction (including joint ventures, manufacturing, marketing or distribution arrangements or technology transfer or development arrangements) or similar business combination provided that the issuance of shares in connection therewith has been approved by the BoardCompany’s Board of Directors, including the approval affirmative vote of a majority at least three of the directors elected representatives designated by the holders of the Series Preferred (the “Preferred Directors”);Stock.
(fe) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval affirmative vote of a majority at least three of the representatives designated by the Preferred DirectorsStock;
(f) shares of Common Stock issued in connection with any stock split, stock dividend, reclassification or similar non-economic event by the Company;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares in connection therewith has been approved by the BoardCompany’s Board of Directors, including the approval affirmative vote of a majority at least three of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued representatives designated by the Company pursuant to the terms of the Purchase AgreementPreferred Stock.
Appears in 1 contract
Samples: Investor Rights Agreement (Rally Software Development Corp)
Excluded Securities. The rights right of first refusal established by this Section 4 Sections 8.2, 8.3 and 8.4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other compensatory arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or rights, agreements, options, options or warrants or convertible securities outstanding as of the date of this Agreement; , and Equity Securities stock issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as Agreement provided that the rights right of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect 8 did not apply to the initial sale or grant by the Company of such rights rights, agreements, options or agreementswarrants;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved whereby the stockholders of the Company will own more than fifty percent (50%) of the voting power of the combined entity;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)any Equity Securities;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;; and
(g) any Equity Securities issued to third-party service providers in exchange for shares of the Company's Common Stock or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities Preferred Stock issued in connection with strategic transactions involving the Company and other entitiesany third party, including, without limitation, including (i) joint ventures, manufacturing, marketing marketing, corporate partnering or distribution arrangements arrangements, or (ii) technology transfer transfer, research or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.Company's Board of
Appears in 1 contract
Excluded Securities. The rights right of first refusal established by this Section 4 10.1 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other compensatory arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) any Equity Securities issued or issuable pursuant to any rights or rights, agreements, options, options or warrants or convertible securities outstanding as of the date of this Agreement; , and Equity Securities stock issued pursuant to any such rights rights, agreements, options or agreements granted warrants exercised after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreementsAgreement ;
(ec) any Equity Securities issued in connection with an underwritten public offering;
(d) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved whereby the stockholders of the Company will own more than fifty percent (50%) of the voting power of the combined entity;
(e) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) shares of Common Stock issued upon conversion of any Equity Securities; *CONFIDENTIAL TREATMENT REQUESTED 15.
(g) shares of Common Stock issued pursuant to this Agreement;
(h) any Equity Securities issued pursuant to any equipment loan leasing or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved other credit finance arrangement entered into by the Board, including Company in the approval ordinary course of a majority of the Preferred Directors;business; and
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(hi) any Equity Securities issued in connection with strategic transactions involving the Company and other entitiesany third party, including, without limitation, including (i) joint ventures, manufacturing, marketing marketing, corporate partnering or distribution arrangements arrangements, or (ii) technology transfer transfer, collaboration, research or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have Equity Securities therein, has been approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genencor International Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are either (1a) exist commercially reasonable as of the date of this Agreement and have been approved by the Board of Directors or (2b) are unanimously approved after the date of this Agreement by the BoardBoard of Directors;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(eb) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination that has been unanimously approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fc) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(d) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution that has been unanimously approved by the Board, including the approval Board of a majority of the Preferred Directors;
(ge) any Equity Securities issued to third-party service providers venders or customers of the Company, or to persons in exchange for or as partial consideration for services rendered to similar commercial situations with the Company Company, PROVIDED that such securities constitute less than one percent (1%) of the Company's outstanding securities at the time of such issuance and such issuances are unanimously approved by the BoardBoard of Directors;
(f) the Shares (as defined in the Purchase Agreement) and the Rock Warrant issued pursuant to the Purchase Agreement;
(g) Series B Preferred Stock issued upon exercise of the Rock Warrant and the Common Stock issued upon conversion of such Series B Preferred Stock;
(h) any Equity Securities Series A Preferred Stock issued in connection with strategic transactions involving pursuant to the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital Recapitalization Plan and the terms Common Stock issued upon conversion of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Series A Preferred Directors;Stock; and
(i) any Equity Securities Series C Preferred Stock issued in connection with a Qualified Public Offeringpursuant to the Series C Purchase Agreement and the Common Stock issued upon conversion of such Series C Preferred Stock; and
(j) any Series B Stock Equity Securities that are issued by the Company pursuant to a registration statement filed under the terms of the Purchase AgreementSecurities Act.
Appears in 1 contract
Samples: Investor Rights Agreement (Envision Development Corp /Fl/)
Excluded Securities. The rights of first refusal established by this ------------------- Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion up to an aggregate amount of 1,680,000 shares of Common Stock and an additional 10-15% of the Series Preferred;
Company that will be set aside for the issuance of employee stock options at the Qualified Public Offering (band/or options, warrants or other Common Stock purchase rights issued pursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date Original Issue Date (as defined in the Company's Amended and Restated Certificate of this Agreement Incorporation) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors including the representatives designated by the holders of the Series A Preferred.
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement; options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued after the date of this Agreement pursuant to any such rights or agreements granted after outstanding as of the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 shall not be applied with respect to the initial sale or grant by the Company of such rights or agreements;.
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, Board of Directors including the approval of a majority of the directors elected representatives designated by the holders of the Series Preferred (the “Preferred Directors”)A Preferred;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) shares of Common Stock issued upon conversion of the Series A Preferred or exercise of the Warrants; (f) any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, Board of Directors including the approval of a majority representatives designated by the holders of the Preferred DirectorsSeries A Preferred;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided that the preemptive rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of Shares or the Series B Preferred (the “Preferred Directors”)Stock;
(f) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(g) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution pursuant to agreements approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;; and
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval of not less than a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms all of the Purchase AgreementCompany's Board of Directors.
Appears in 1 contract
Excluded Securities. The rights defined term “New Securities” does not include shares of first refusal established by this Section 4 shall have no application to any of the following Equity SecuritiesCommon Stock issued or issuable:
(a) Equity Securities issued upon conversion of the shares of Series A Preferred;
(b) any Equity Securities to officers, directors or employees of, or consultants to, the Company pursuant to stock option or stock purchase plans (including, for example, restricted stock award agreements) on terms approved by the Board (including a majority of the Series A Directors) up to an aggregate amount of 30,000,000 shares of Common Stock (as adjusted for stock dividends, combinations, splits, recapitalizations and the like), including shares issued before the date of this Agreement;
(c) upon exercise or conversion of options, warrants or other convertible securities that are outstanding as of the Closing Date (as such term is defined in connection with any the Purchase Agreement);
(d) pursuant to a stock split, stock dividend, stock distribution dividend or similar recapitalization by the Company;
(ce) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors as an antidilution adjustment to the Company Series A Conversion Price (as defined in the Restated Certificate) pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Restated Certificate;
(f) any Equity Securities issued pursuant to any equipment loan a Qualified IPO (as defined in the Restated Certificate); and
(g) with the vote or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval written consent of Preferred Holders holding a majority of the Series A Preferred Directorsheld by all Preferred Holders;
(gh) any Equity Securities pursuant to a debt financing (including securities issued to third-party service providers in exchange for consideration of guarantees of such financing), strategic transaction, joint venture or as partial consideration for services rendered to the Company other similar business arrangement that is approved by the Board;
(hi) any Equity Securities issued in connection with strategic transactions involving pursuant to an acquisition of another entity by the Company and by merger, purchase of all or substantially all of the stock or assets or other entities, including, without limitation, reorganization whereby the Company owns more than fifty percent (i50%) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and of the terms voting power of such business relationship with such entity have been that is approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of A Preferred sold under the Purchase Agreement; or
(k) to financial institutions or lessors for commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions (including securities issued in consideration of guarantees of such financings or leases) that are approved by the Board.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board of Directors or (2) are approved after the date of this Agreement by the Boardany stock issued or issuable pursuant thereto;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(gf) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered by the Company pursuant to the Company approved by the Board;Initial Offering; and
(hg) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided provided, that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the BoardCompany’s Board of Directors; and provided, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreementfurther, that such transaction is not substantially for equity financing purposes.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights, issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution before or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary, pursuant to stock purchase or stock option plans or other incentive or compensatory arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any other options, warrants, rights or agreements, options, warrants or convertible securities agreements outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such options, warrants, rights or agreements granted after the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreementsagreements (unless otherwise exempted under other subsections of this Section 4.6);
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors, including the approval of a majority of the directors elected representatives designated by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(fd) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved without payment of additional consideration by the Boardrecipients in connection with any stock split, including stock dividend or recapitalization by the approval of a majority of the Preferred DirectorsCompany;
(ge) any Equity Securities shares of Common Stock issued to third-party service providers in exchange for or as partial consideration for services rendered to upon conversion of the Company approved by the BoardShares;
(hf) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution; (ii) joint ventures, manufacturing, marketing or distribution arrangements arrangements; or (iiiii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the BoardCompany’s Board of Directors, including the approval of a majority representatives designated by the holders of the Preferred DirectorsShares;
(ig) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock that are issued by the Company pursuant to a registration statement filed under the terms Securities Act; and
(h) any shares of Series C Preferred Stock sold pursuant to the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by set forth in this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities The Shares and the shares of Common Stock issued upon conversion of of, or as a dividend or distribution of, the Series PreferredShares;
(b) any Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights, and the Common Stock issued in connection with pursuant to such options, warrants or other rights (as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution or recapitalization by splits, recapitalizations and the Company;
(clike after the date hereof) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are unanimously approved by the Board or (2) are approved after the date of this Agreement by the Board;
(dc) any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or warrants, convertible securities or other rights outstanding as of the date of this Agreement; , and Equity Securities issued pursuant to any such options, warrants, convertible securities or other rights or agreements granted issued after the date of this Agreement, so long as the rights of first refusal established by set forth in this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant issuance by the Company of such rights options, warrants, convertible securities or agreementsother rights;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, purchase of substantially all of the assets, consolidation, acquisition, strategic alliance alliance, or similar business combination transaction; provided that the issuance of shares therein has been unanimously approved by the Board;
(e) any Equity Securities issued in connection with any stock split, including the approval of a majority of the directors elected stock dividend or recapitalization by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities issued or issuable pursuant to any options, warrants, convertible securities or other rights issued in connection with any equipment loan or leasing arrangement, credit agreements, real property leasing arrangement, or debt financing from a bank or similar financial institution institution; provided that the issuance of shares therein has been unanimously approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued in a Qualified IPO;
(h) any Equity Securities issued pursuant to the Purchase Agreement;
(i) any Equity Securities issued or issuable pursuant to any options, warrants, convertible securities or other rights issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company Company; provided that the issuance of shares therein has been unanimously approved by the Board;
(hj) any Equity Securities issued or issuable pursuant to any options, warrants, convertible securities or other rights issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing marketing, customer, vendor or distribution arrangements or (ii) collaboration, technology transfer or development arrangements, including technology licenses; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been unanimously approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(k) any right, option or warrant to acquire any security convertible into the securities set forth in subsections (a) through (j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreementabove.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of common stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
pursuant to such options, warrants or other rights (b) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution or recapitalization by splits, recapitalizations and the Company;
(clike) Equity Securities issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(d) shares of Common Stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority Common Stock issued upon conversion of shares of the directors elected by the holders of the Series Company’s Preferred (the “Preferred Directors”)Stock;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval Company’s Board of a majority of the Preferred Directors;; and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The participation rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Series B Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
pursuant to such options, warrants or other rights) (b) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like) issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date Original Issue Date (as defined in the Company’s Certificate of this Agreement Incorporation) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or rights, agreements, options, options or warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities ;
(c) stock issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as ; provided that the participation rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(e) shares of Series B Common Stock issued in connection with any stock split, including the approval of a majority of the directors elected stock dividend or recapitalization by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) shares of Series B Common Stock issued upon conversion of the Series A Shares, Series B Shares, Series C Shares, Series D Shares, Series E Shares, Series F Shares, Series G Shares, Series H Shares and Series I Shares;
(g) any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(i) shares of the Company’s Series B Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, ventures or manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval Company’s Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any additional shares of the Company’s Series B G Preferred Stock issued by the Company after the date of this Agreement pursuant to Section 1.2(b) of the Series G Purchase Agreement and any shares of the Company’s Series I Preferred Stock issued by the Company after the date of this Agreement pursuant to the terms of License Agreement and the Series I Purchase Agreement.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Ironwood Pharmaceuticals Inc)
Excluded Securities. The rights of first refusal offer established by this Section 4 6(c) shall have no application to any of the following Equity Securities (the “Excluded Securities:”):
A. shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (aas adjusted for any Recapitalization with respect to such shares after the date hereof) Equity Securities issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option equity incentive plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board of Directors or (2) are approved after the date of this Agreement by the Boarda committee thereof;
(d) Equity Securities B. stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal offer established by this Section 4 6(c) were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 subsection (c)(vii) with respect to the initial sale or grant by the Company of such rights or agreements;
(e) C. any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval Board of Directors or a majority of the directors elected committee thereof;
D. any Equity Securities issued in connection with any Recapitalization by the holders Company approved by the Board of the Series Preferred (the “Preferred Directors”)Directors or a committee thereof;
(f) E. any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of Directors or a majority of the Preferred Directorscommittee thereof;
(g) F. any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company pursuant to a registration statement filed under the Securities Act approved by the Board;Board of Directors or a committee thereof; and
(h) G. any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (iA) joint ventures, manufacturing, marketing or distribution arrangements or (iiB) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been arrangements approved by the Board, including the approval Board of Directors or a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreementcommittee thereof.
Appears in 1 contract
Samples: Rights Agreement (Neophotonics Corp)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including Board of Directors;
(f) any Equity Securities that are issued by the approval of Company pursuant to a majority of registration statement filed under the Preferred DirectorsSecurities Act;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered pursuant to the Company approved by Purchase Agreement (as the Board;same may be amended, modified or restated from time to time); and
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval Company’s Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 4.1 shall have no application to any of the following Equity Securities:
(i) (a) Equity Securities issued shares issuable upon conversion of the Series Preferred;
A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock of the Company, (b) shares of Common Stock issued or issuable as a dividend or distribution on Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock of the Company; (c) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on Common Stock, (d) any Equity Securities shares of Common Stock (including options or warrants to purchase shares of Common Stock) issued to financial institutions in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other commercial credit arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or of Directors of the Company, (2e) are approved after any Awards (as defined in the date Plan) with respect to shares of this Agreement by Common Stock issued pursuant to the BoardPlan and the option to purchase 10,000 shares of Common Stock issued to Mrs. Suzy O'Connor and (f) shares of Common Stock issued upon conversixx xx xxx XX Notes;
(dii) Equity Securities shares or interests issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities shares or interests issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(eiii) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the Board, including the approval Board of a majority Directors of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Company;
(fiv) any Equity Securities issued pursuant to in connection with any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank recapitalization or similar financial institution approved event by the Board, including the approval of a majority of the Preferred DirectorsCompany;
(gv) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(hvi) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) including joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval Board of a majority Directors of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public OfferingCompany; and
(jvii) any Series B Stock shares issued by the Company pursuant to the terms of the Purchase Agreementany anti-dilution provisions that may be applicable to such Stockholder's interest as set forth in a separate agreement.
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 2 shall have no application to any of the following Equity Securities:
(a) Equity Securities Common Shares and/or options, warrants or other Common Share purchase rights and the Common Shares issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock share purchase or stock share option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Company’s Board or of Directors (2) are approved after the date of this Agreement by the “Board”);
(db) Equity Securities shares issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as upon conversion of the date of this Agreement; Series A Preference Shares and Equity Securities shares issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as the preemptive rights of first refusal established by this Section 4 2 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 2.4 with respect to the initial sale or grant by the Company of such rights rights, agreements, options or agreementswarrants;
(c) any Equity Securities issued pursuant to an acquisition by the Company of the capital stock or assets of another company (including by way of merger or consolidation), provided such acquisition is approved by the Board;
(d) any Equity Securities issued in connection with any share split, share dividend on or recapitalization of the outstanding Equity Securities of the Company;
(e) any Equity Securities issued for consideration other representing in the aggregate not more than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority 1.0% of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities outstanding Common Shares issued pursuant to arrangements with the Company’s vendors or suppliers, any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution or lending institution, in each case provided that such arrangement or financing is approved by the Board;
(f) any Equity Securities that are issued by the Company pursuant to a Qualified IPO or in a transaction that closes on or before June 30, including 2008 and values the approval of a majority outstanding equity of the Preferred DirectorsCompany immediately prior to such transaction at not less than €346,000,000;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of Section 3 of the Purchase Agreement;
(h) any Common Shares sold on or prior to February 15, 2008 at a price of not less than €4,754 per share and for an aggregate purchase price not to exceed €1,765,206; provided that the Company has presented the Preferred Investor a list of the proposed purchasers of such Common Shares on or prior to January 15, 2008 (which purchasers may include Gxxxxxx Xxxxx and members of his immediate family); and
(i) any Equity Securities representing in the aggregate, on an as converted or as exercised basis if applicable, not more than 10.0% of the outstanding Common Shares of the Company on a pro forma basis after giving effect to the issuance of all Common Shares issuable or issued upon conversion of the Series A Preference Shares or other outstanding convertible securities; provided that such sale of Equity Securities pursuant to this paragraph (i) is completed on or prior to June 30, 2008 at a Common Share equivalent price per share equal to or greater than 1.5 times the quotient of (A) the sum of (x) €51,965,666 plus (y) the proceeds actually received by the Company from the issuance of any Common Shares pursuant to Section 2.4(h) plus (z) the proceeds actually received by the Company from the issuance of any Series A Preference Shares issued pursuant to Section 3 of the Purchase Agreement, divided by (B) the number of outstanding Common Shares (including all Common Shares issuable or issued upon conversion of the Series A Preference Shares or other outstanding convertible securities) immediately prior to such sale.
Appears in 1 contract
Excluded Securities. The rights of first refusal Purchase Rights established by this Section 4 Article III shall have no application to any of the following Equity Securities (collectively, the “Excluded Securities:”):
(a) Equity Securities issued upon conversion shares of the Series Preferred;
(b) any Equity Securities Common Stock issued in connection with any stock split, stock dividend, stock distribution dividend or recapitalization by the Company;
(cb) Equity Securities up to 152,312,347 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued after the date of this Agreement pursuant to such options, warrants or other rights) issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors;
(1c) exist any Equity Securities issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement; options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements sold or granted after the date of this Agreement, so long as provided, however, that the rights of first refusal Purchase Rights established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 Article III shall apply with respect to the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(hd) any Equity Securities issued in connection with business acquisitions, mergers or strategic transactions involving partnerships of, into or with a Person that is not an Affiliate approved by the Company Board of Directors and the Required Holders;
(e) any Common Stock issued upon conversion of the Series A Preferred Stock or Series B Preferred Stock;
(f) any Common Stock issued pursuant to an initial public offering (“IPO Common Stock”); provided, however, that IPO Common Stock shall not be deemed to be Excluded Securities with respect to the availability of the Investors’ Purchase Rights in this Article III unless the Investors and their Affiliates are offered the right to purchase their pro rata share of up to five percent (5%) of the shares of Common Stock offered in such offering at the offering price per share net of underwriters’ commissions or discounts; or
(g) any other entities, including, without limitation, Equity Securities designated as Excluded Securities (i) joint venturesby the Required Holders; provided, manufacturingthat if any Required Holder participates in an issuance of Equity Securities designated as Excluded Securities pursuant to this clause (i), marketing or distribution arrangements or then each non-waiving Investor shall be entitled to purchase up to its Pro Rata Share of Equity Securities in such issuance at the same time and on the same terms and conditions; provided, further, that each non-waiving Investor receiving less than 5 days notice of any such issuance shall be entitled to make such purchase within five (5) days following such issuance and (ii) technology transfer the Warrant Investor, as long as such Warrant is held by CIGPF I Corp. or development arrangements; provided its Permitted Transferee, and is exercisable for at least seventy five percent (75%) of the Common Stock originally issuable upon exercise of the Warrant, provided, however, that consent of the Warrant Investor shall not be required for the designation of Excluded Securities unless such transactions are primarily designation affects the Warrant Investor or the Warrant Investor’s Shares in a manner different than the Investors that were originally issued Series A Preferred Stock or the Series A Preferred Stock and in a manner adverse to the interests of the Warrant Investor as an equity investor in the Company, it being understood that no such consent shall be required for purposes other than raising capital a designation of Excluded Securities that adversely affects the Warrant Investor and the terms of such business relationship with such entity have been approved by Investors that were originally issued Series A Preferred Stock in a similar manner given their relative and different equity interests in the BoardCompany; and (iii) the PCP Investor, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreementif required under Section 8.13.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities issued other rights after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to (x) the 2007 Stock Incentive Plan of the Company or (y) stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Company’s Board or of Directors (2) are approved after including at least a majority of the date of this Agreement by the BoardPreferred Directors);
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, Board of Directors (including the approval of at least a majority of the directors elected Preferred Directors);
(d) any Equity Securities actually issued in connection with any stock split, stock dividend or recapitalization by the holders Company;
(e) Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company; provided that the issuance of such Equity Securities have been approved by the Company’s Board of Directors (including at least a majority of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, Board of Directors (including the approval of at least a majority of the Preferred Directors);
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided provided, however, that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, Company’s Board of Directors (including the approval of at least a majority of the Preferred Directors;); and
(i) any Equity Securities Securities, issued in connection with or issuable hereafter that are (i) approved by a Qualified Public Offering; and
majority of the Company’s Board of Directors (jincluding at least a majority of the Preferred Directors), (ii) any Series B Stock issued approved by the Company pursuant to the terms vote of the Purchase Agreementholders of at least fifty five percent (55%) of the Preferred Stock then outstanding, voting as a single class, (iii) approved by the vote of the holders of at least sixty percent (60%) of the Series D Stock then outstanding, voting as a separate class, (iv) approved by the vote of the holders of at least a majority of the Series E Stock then outstanding, voting as a separate class, and (v) approved by the vote of the holders of at least sixty-five percent (65%) of the Series F Stock then outstanding, voting as a separate class. Notwithstanding the foregoing, if the Company shall issue any shares of Common Stock and/or options, warrants or other Common Stock purchase rights to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary in excess of the number of shares authorized under the 2007 Stock Incentive Plan as of the date hereof (as such number of shares may adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date hereof) after the date hereof without the approval of the holders of at least fifty five percent (55%) of the shares of Preferred Stock then outstanding, then such shares shall be subject to a right of first refusal by the Major Investors in accordance with this Section 4.
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 4(b) shall have no application to any of the following Equity Securities:
(a1) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement Closing Date to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary of the Company, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or of Directors of the Company (the “Board”);
(2) are approved after the date shares of this Agreement by the Board;
(d) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this AgreementClosing Date; and Equity Securities shares of stock issued pursuant to any such rights or agreements agreements, options, warrants or convertible securities granted after the date of this AgreementClosing Date, so long as the preemptive rights of first refusal established by this Section 4 4(b) were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4(b)(vi) with respect to the initial sale or grant by the Company of such rights or agreements, options, warrants or convertible securities;
(e3) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f4) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(5) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h6) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(7) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) 8) any Series B Stock Equity Securities issued by the Company pursuant to the terms Subscription Agreements and any Equity Securities issued by the Company pursuant the conversion of the Purchase Agreementsuch Equity Securities.
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 shall have no application to the issuance of any of the following Equity Securities:
(a) Equity Securities Shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued issuable after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to to, the Company or any of its subsidiaries pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the preemptive rights of first refusal established by this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by Series A Directors (as defined in the holders of the Series Preferred (the “Preferred Directors”Articles);
(fd) any Equity Securities issued pursuant to any equipment loan or commercial credit or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution unanimously approved by the Board, including the approval of a majority of the Series A Directors (as defined in the Articles);
(e) shares of Common Stock issued in connection with any stock split, stock dividend, reclassification or similar non-economic event by the Company;
(f) shares of Common Stock issued upon conversion of shares of the Company’s Preferred DirectorsStock or as a dividend or distribution on the Preferred Stock;
(g) any Equity Securities shares of Series A Stock and warrants to purchase shares of Series A Stock issued to third-party service providers in exchange for or as partial consideration for services rendered pursuant to the Company approved by the BoardPurchase Agreement;
(h) any Equity Securities shares of Series A Stock and warrants to purchase shares of Series A Stock issued in connection pursuant to agreements with strategic transactions involving investors entered into subsequent to the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority date of the Preferred Directors;Purchase Agreement but which agreements contain terms that are substantially similar to the Purchase Agreement; and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock that are issued by the Company pursuant to a registration statement filed under the terms Securities Act in an offering which results in the automatic conversion of all of the Purchase AgreementCompany’s Preferred Stock into Common Stock.
Appears in 1 contract
Samples: Investor Rights Agreement (AeroGrow International, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued upon conversion of any shares of Preferred Stock of the Series PreferredCompany or as a dividend or other distribution on any shares of Preferred Stock of the Company;
(b) any Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued in connection with pursuant to such options, warrants or other rights (as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like after the date hereof) issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option equity incentive plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(c) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution; provided that the issuance has been approved by the Board, including the Required Voting Preferred Director Consent;
(d) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination; provided that the issuance has been approved by the Board, including the Required Voting Preferred Director Consent;
(e) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to in connection with any equipment loan stock split, stock dividend or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved recapitalization by the Board, including the approval of a majority of the Preferred DirectorsCompany;
(g) any Equity Securities issued to third-party service providers in exchange for connection with any strategic partnering or as partial consideration for services rendered to investment arrangement involving the Company and/or the acquisition or licensing of technology or intellectual property by the Company, in each such case as approved by the Board, including the Required Voting Preferred Director Consent;
(h) any Equity Securities that are issued by the Company in connection with strategic transactions involving a firm commitment underwritten public offering pursuant to an effective registration statement under the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred DirectorsSecurities Act;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement; and
(j) any Equity Securities that the holders of at least 55% of the then-outstanding Registrable Securities (voting together on an as-converted basis) elect in writing to exclude from the definition of “Equity Securities” for purposes of this Section 4.
Appears in 1 contract
Samples: Investor Rights Agreement (Lumena Pharmaceuticals, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after of Directors, in each case where the date of this Agreement by the Boardprimary purpose was not to raise additional equity capital;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved combination;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of shares of the directors elected by the holders of the Series Company’s Preferred (the “Preferred Directors”)Stock;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;or lending institution; and
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities equity securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided however, that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares pursuant to (i) or (ii) above therein has been approved by the Board, including the approval of a majority directors of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued Company elected by the Company pursuant to the terms of the Purchase AgreementPreferred and that such transaction is not primarily for equity financing purposes.
Appears in 1 contract
Excluded Securities. The rights of first refusal offer established by this Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of common stock (and/or options, warrants or other common stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved in good faith by the Board or (2) are approved after of Directors including the date of this Agreement representatives designated by the Boardholders of the Shares;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities agreements outstanding as of the date of this Agreement, options and warrants outstanding as of the date of this Agreement as set forth on EXHIBIT G of the Purchase Agreement[s]; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided that the rights of first refusal offer established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination unanimously approved by the BoardBoard of Directors;
(d) shares of common stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority common stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities shares of Series A Stock issued upon exercise of certain Warrants to purchase Series A Stock held by certain Investors;
(g) shares of Series B Stock issued upon exercise of certain Warrants to purchase Series B Stock held by certain Investors;
(h) shares of common stock or preferred stock and/or options, warrants or other common stock or preferred stock purchase rights issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution or strategic transaction approved by the Board, including the Board (so long as Board approval of constitutes consent by at least a majority of the Preferred Directorsmembers of the Board representing holders of preferred stock);
(gi) any Equity Securities shares of Series D Stock issued upon exercise of certain warrants to purchase Series D Stock held by certain Investors;
(j) 5,666 shares of Series C Stock issued to third-party service providers Xxxxxx Xxxxxx in exchange for or as partial consideration for connection with recruiting services rendered to the Company approved or Series D Stock issued by the Board;Company; and
(hk) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to a registration statement filed under the terms Securities Act.
(l) shares of the Purchase AgreementCommon Stock issued upon exercise of certain warrants to purchase Common Stock held by certain Investors.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued upon conversion of pursuant to the Series PreferredInitial Offering;
(b) any Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities other rights issued or to be issued after the date of this Agreement Original Issue Date (as defined in the Company’s Restated Charter) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after of Directors, including the date majority of this Agreement by the BoardPreferred Directors;
(dc) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved combination;
(e) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock;
(g) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directorsor lending institution;
(gh) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(hi) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements approved by the Board, including the majority of the Preferred Directors or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been arrangements approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock Equity Securities issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Investor Rights Agreement (Anthera Pharmaceuticals Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary that are approved by the Board and that are made pursuant to the Company pursuant to Company’s 2006 Equity Incentive Plan or such other stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after Board, including the date affirmative approval of this Agreement by at least two of the BoardSeries Designees;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination with a bona fide commercial operating entity approved by the Board, including the affirmative approval of a majority of the directors elected by the holders at least three of the Series Preferred (the “Preferred Directors”)Designees;
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the affirmative approval of a majority at least three of the Series Designees;
(f) any Equity Securities that are issued by the Company pursuant to the registration statement pertaining to the Initial Offering which results in the Preferred DirectorsStock being converted into Common Stock;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other bona fide commercial operating entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the affirmative approval of a majority at least three of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase AgreementDesignees.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or agreements or other arrangements that either are approved by the Board of Directors;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(d) shares of Common Stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of Shares, the Series Preferred (E-1 Stock or the “Preferred Directors”)Class B Common Stock;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act in connection with a Qualifying IPO;
(h) any Equity Securities shares of the Company's Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity shares therein, have been approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;; and
(i) any Equity Securities shares of Series E Stock (including shares of Series E-1 Stock, Class B Common Stock and Common Stock issuable upon conversion of such Series E Stock and/or Class B Common Stock) issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company or issuable pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement Original Issue Date (as defined in the Restated Certificate) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this AgreementAgreement Date; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this AgreementAgreement Date, so long as the rights of first refusal established by this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected Preferred Directors;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the holders Company;
(e) shares of the Series Common Stock issued upon conversion of shares of Preferred (the “Preferred Directors”)Stock;
(f) shares of Series A-3 Preferred issued pursuant to the Purchase Agreement;
(g) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities that are issued by the Company in the Initial Offering; or
(i) any equity securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer transfer, research or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Investor Rights Agreement (Five Prime Therapeutics Inc)
Excluded Securities. The preemptive rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Series D Stock issued upon conversion pursuant to Section 2.3 of the Series PreferredPurchase Agreement;
(b) any Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(cother rights) Equity Securities issued after the date of this Agreement or to be issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors (1collectively, the "Option Shares"), provided that the number of Option Shares issued pursuant to this clause (a) exist does not exceed twenty percent (20%) of the total outstanding capital stock of the Company (assuming conversion of all shares of Preferred Stock into Common Stock and assuming the conversion or exercise of all options, warrants or other rights to purchase capital stock of the Company, including the Option Shares issued);
(c) stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided that the preemptive rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ed) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(e) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) shares of Common Stock issued upon conversion of the Shares;
(g) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing approved by the Board of Directors (collectively the "Debt Financing Shares") from a bank or similar financial institution approved by which is not an affiliate of John Xxxeet; provided that the Board, including the approval number of a majority Debt Financing Shares issued in all such transactions does not have an aggregate value in excess of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board$250,000;
(h) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act; and
(i) shares of the Company's Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (iA) joint ventures, manufacturing, marketing or distribution arrangements or (iiB) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the BoardCompany's Board of Directors, including the approval of a majority representatives designated by the holders of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series A Stock, Series B Stock, Series C Stock issued by the Company pursuant to the terms of the Purchase Agreementand Series D Stock.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(aA) Equity Securities up to an aggregate amount of Five Hundred Thousand (500,000) shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date Original Issue Date (as defined in the Company's Certificate of this Agreement Designation) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors (1or the Equity Incentive Compensation Plan Committee thereof);
(B) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(eC) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, Board of Directors including the approval of a majority representative designated by the holder of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(fD) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(E) shares of Common Stock issued upon conversion of the Shares;
(F) up to 250,000 of shares of any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval of a majority of the Preferred DirectorsSeries A Board Designee;
(gG) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(hH) any Equity Securities up to 250,000 shares of the Company's Common Stock, Series A Stock or Series B issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the BoardCompany's Board of Directors, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase AgreementA Board Designee.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities up to an aggregate amount of One Million Four Hundred Seventy-One Thousand Three Hundred Ninety-Two (1,471,392) new Ordinary Shares (and/or options, warrants or other Ordinary Shares purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights, hereinafter “Employee Shares”) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock a share option or purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been plan duly approved by the Board of Directors of the Company or (2) are such larger number of Employee Shares issued or to be issued pursuant to a share option or purchase plan unanimously approved after the date of this Agreement by the Board;Board of Directors of the Company.
(db) Equity Securities stock (including Employee Shares) issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities agreements outstanding as of the date of this Agreementthe Closing, options and warrants outstanding as of the date of the Closing; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardCompany’s Board of Directors;
(d) shares of Ordinary Shares issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority Ordinary Shares issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities that are issued by the Company pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution registration statement filed under the Securities Act; and
(g) up to an aggregate of ten percent (10%) of the issued and outstanding shares of the Company as approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for Company’s Board of Directors or such larger amount as partial consideration for services rendered to the Company is unanimously approved by the Board;
(h) any Equity Securities Company’s Board of Directors issued in connection with strategic transactions directly involving the Company and other entities, including, without limitation, including (iA) joint ventures, manufacturing, marketing or distribution arrangements or (iiB) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital significantly enhance the Company’s technology and which is deemed materially advantageous to the terms of such business relationship with such entity have been approved Company’s strategic growth plan by the Board, including the approval affirmative vote of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms Board of Directors of the Purchase AgreementCompany.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall 5 will have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 5 were complied with, waived, waived or were inapplicable pursuant to any provision of this Section 4.6 5.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial or lending institution approved by the Board, including ;
(f) any Equity Securities that are issued by the approval of Company pursuant to a majority of registration statement filed under the Preferred DirectorsSecurities Act;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by the Boardin connection with any underwritten public offering;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval of a majority of the Preferred Directors;; and
(i) any Equity Securities issued to third-party service providers in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant exchange for or as partial consideration for services rendered to the terms of the Purchase AgreementCompany.
Appears in 1 contract
Samples: Investor Rights Agreement (Regulus Therapeutics Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued issuable upon the conversion of any Shares, or as a dividend or distribution on the Series PreferredShares;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Any Equity Securities issued or issuable pursuant to any rights or agreements, debentures, options, warrants or other convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(c) Any Equity Securities issued in connection with any stock split, stock dividend or any subdivision of the Common Stock of the Company;
(d) Shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) issued or issuable to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors;
(e) Any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Directors;
(f) Any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;; and
(g) any Any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to a registration statement filed under the terms of the Purchase AgreementSecurities Act.
Appears in 1 contract
Samples: Investor Rights Agreement (Hylete)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities up to an aggregate of one million two hundred thirty-nine thousand forty-eight (1,239,048) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof); provided, however, that the number of shares under this Section 4.6(a) shall be increased to reflect any shares of Common Stock (i) not issued pursuant to the rights, agreements, option or warrants whether granted prior to, on or after the date hereof (“Unexercised Options”) as a result of the termination of such Unexercised Options, (ii) reacquired by the Company from employees, directors or consultants at cost (or the lesser of cost or fair market value) pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company or (iii) the authorization of which is approved by holders of at least seventy-five percent (75%) of the Company’s Series PreferredA Preferred Stock, whether upon amendment to the Company’s 2004 Stock Incentive Plan or otherwise;
(b) any Equity Securities issued for consideration other than solely for cash pursuant to a merger, consolidation, acquisition, strategic alliance or agreement, or similar business combination approved by the Board of Directors including the affirmative vote of both representatives designated by the holders of the Shares;
(c) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution dividend or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval affirmative vote of a majority one (1) of the Preferred Directorsrepresentatives designated by the holders of the Shares;
(e) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(f) any Equity Securities issued by the Company pursuant to the terms of Section 2.2 of the Purchase Agreement;
(g) any Equity Securities issued to third-party service providers in exchange for University License Equity Holdings, Inc. (“ULEHI”) or as partial consideration for services rendered one (1) of its affiliates pursuant to the anti-dilution covenant in Section 5 of that certain Subscription Agreement dated October 14, 2005 between the Company approved by and ULEHI (as the Board;same is amended, restated or otherwise modified after the date hereof); and
(h) any Equity Securities issued in connection with strategic transactions involving or issuable pursuant to any other rights or agreements, options, warrants or convertible securities outstanding as of the Company and other entitiesdate of this Agreement, including, without limitationbut not limited to, the one million seven hundred fifteen thousand six hundred forty-six (i1,715,646) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and options outstanding under the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority Company’s 2004 Stock Incentive Plan as of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreementdate hereof.
Appears in 1 contract
Samples: License and Sublicense Agreement (ARCA Biopharma, Inc.)
Excluded Securities. The rights right of first refusal offer established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities up to one million three hundred twenty-four thousand one hundred eighty-eight (1,324,188) shares (or such greater number of shares approved by the Board of Directors and a majority in interest of the Company's stockholders) of Common Stock issuable or issued upon conversion pursuant to options, warrants or other Common Stock purchase rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) after the Original Issue Date of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement E Preferred Stock to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary of the Company pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, options and warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) up to five million (5,000,000) shares of Series E Preferred Stock and the Common Stock issuable upon conversion thereof;
(e) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities;
(g) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directorsinstitution;
(gh) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(hi) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (iA) joint ventures, manufacturing, marketing or distribution arrangements or (iiB) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity shares therein, have been approved by the Board, including the approval Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase AgreementDirectors and that such issuances are for other than primarily equity financing purposes.
Appears in 1 contract
Samples: Investor Rights Agreement (Volterra Semiconductor Corp)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of common stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
pursuant to such options, warrants or other rights (b) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution or recapitalization by splits, recapitalizations and the Company;
(clike) Equity Securities issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(d) shares of Common Stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority Common Stock issued upon conversion of shares of the directors elected by the holders of the Series Company’s Preferred (the “Preferred Directors”)Stock;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, including the approval Company’s Board of a majority of the Preferred Directors;; and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 Pre-Emptive Right shall have no application not apply to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued or issuable upon conversion of the Series PreferredPreferred Stock or as a dividend or distribution on Shares;
(b) any Equity Securities shares of Common Stock and/or options, warrants or other purchase rights and the shares of Common Stock issued in connection with any stock splitor issuable pursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities other rights issued after the date of this Agreement Effective Date to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary of the Company pursuant to (x) the NeuroOne, Inc. 2016 Stock Plan as in effect on the Effective Date (the “Existing Option Plan”), or (y) any amendment to or restatement of the Existing Option Plan or any new stock purchase or stock option plans or other similar arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(dc) Equity Securities shares of Common Stock issued or issuable pursuant to any rights or agreements, the exercise of options, warrants or convertible securities outstanding as of the date Effective Date;
(d) shares of this Agreement; and Equity Securities Common Stock or Preferred Stock issued or issuable pursuant to any such rights a stock split, combination of shares, reclassification or agreements granted after recapitalization of the date capital stock of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreementsCompany;
(e) any Equity Securities shares of Common Stock (or warrants exercisable for Common Stock) or Preferred Stock issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued issuable pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial institution approved by the Board;
(f) any Equity Securities issued or issuable pursuant to the acquisition of another entity by the Company by merger, including the approval purchase of a majority substantially all of the Preferred Directorsassets or other reorganization that has been approved by the Board;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued issuable in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements arrangements, or (ii) technology license, transfer or development arrangements; provided provided, however, that such transactions are primarily the issuance of shares therein is not principally for equity financing purposes other than raising capital and the terms of such business relationship with such entity have transaction has been approved by the Board, including the approval of a majority of the Preferred Directors;; and
(ih) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock that are issued by the Company pursuant to in connection with the terms of the Purchase AgreementInitial Offering.
Appears in 1 contract
Samples: Stockholders Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Excluded Securities. The rights of first refusal offer established by this Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors, including the representatives designated by the holders of the Shares but excluding the Founders;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreementsAgreement, options, warrants or (including the Nova Scotia and UA Warrants) and convertible securities promissory notes outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided, that, the rights of first refusal offer established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) after the date hereof, any Equity Securities which in the aggregate exceed ten percent (10%) of the Company's outstanding capital stock on a fully diluted basis issued to a potential or existing customer or supplier or other strategic relationship or issued in connection with a credit facility or equipment lease transaction;
(e) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities shares of Common Stock issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority upon conversion of the Preferred DirectorsShares;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to a registration statement filed under the terms of the Purchase AgreementSecurities Act.
Appears in 1 contract
Excluded Securities. The rights of first refusal participation established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) any Equity Securities issued or issuable pursuant to any rights or rights, agreements, options, options and warrants outstanding or convertible securities outstanding issued as of the date of this Agreement; and any Equity Securities issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as ; provided that either the rights of first refusal participation established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights rights, agreements, options or warrants or such rights, agreements, options or warrants constituted Excluded Securities pursuant to this Section 4.6 at the time of issuance;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing commercial credit arrangement from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directorsand such issuances are primarily for other than non-equity financing purposes;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(h) any Equity Securities issued in connection with strategic transactions that include a commercial relationship involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have Equity Securities pursuant thereto has been approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights right of first refusal established by this Section 4 (d) shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other compensatory arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or rights, agreements, options, options or warrants or convertible securities outstanding as of the date of this Agreement; , and Equity Securities stock issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as Agreement provided that the rights right of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect (d) did not apply to the initial sale or grant by the Company of such rights rights, agreements, options or agreementswarrants;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved whereby the stockholders of the Company will own more than 50% of the voting power of the combined entity;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred Company;
(the “Preferred Directors”)e) any Equity Securities issued in connection with an underwritten public offering;
(f) shares of Common Stock issued upon conversion of any Equity Securities;
(g) shares of Common Stock issued pursuant to Section 3.2 or Section 3.3 of this Agreement;
(h) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority ; and
(i) shares of the Company's Common Stock or Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities Stock issued in connection with strategic transactions involving the Company and other entitiesany third party, including, without limitation, including (i) joint ventures, manufacturing, marketing marketing, corporate partnering or distribution arrangements arrangements, or (ii) technology transfer transfer, research or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal offer established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any Subsidiary, pursuant to (i) stock purchase or purchase, (ii) stock option plans or (iii) other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (including the affirmative vote of at least two (2) are approved after of the date of this Agreement by the BoardPreferred Directors);
(db) any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants warrants, debentures or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a in connection with bona fide business acquisition of or by the Company, whether by merger, consolidation, acquisition, sale of assets, sale or exchange of stock, acquisition, strategic alliance or similar business combination approved by the Board, Board including the approval affirmative vote of a majority at least two (2) of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fd) any Equity Securities issued upon conversion of Preferred Stock or as a dividend or distribution on the Preferred Stock;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, loan or credit arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, Board including the approval affirmative vote of a majority at least two (2) of the Preferred Directors;
(f) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act or equivalent securities law of other jurisdiction;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by to strategic investors with the approval of the Board, including the affirmative vote of at least two (2) of the Preferred Directors;
(h) any Equity Securities stock issued in connection with strategic transactions involving stock dividends, combinations, stock splits, recapitalizations and reclassification events and which are excluded from the Company and other entities, including, without limitation, definition of Additional Shares of Common Stock (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangementsas defined in the Charter); provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms and conditions of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 1 shall have no application to any of the following Equity Securitiesfollowing:
(a) Equity Securities Ordinary shares and/or options, warrants or other ordinary share purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company Acquiror or any subsidiary, pursuant to stock purchase or stock option plans, RSU award plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved incentive plans adopted by the Board or (2) are approved after the date of this Agreement by the BoardAcquiror;
(db) Equity Securities Shares of Acquiror Stock issued or issuable pursuant to any rights or agreements, options, warrants warrants, restricted share units, or convertible securities outstanding and vested as of the date of this AgreementAugust 5, 2014; and Equity Securities shares of Acquiror Stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the preemptive rights of first refusal established by this Section 4 1 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 1.6 with respect to the initial sale or grant by the Company Acquiror of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)combination;
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by Acquiror;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directorsor lending institution;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(hf) any Equity Securities issued in connection with strategic transactions involving the Company Acquiror and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; , provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been transaction is approved by the BoardAcquiror’s Board of Directors, including Xxxxx Xxxxxx, so long as he is serving on the approval Board of a majority of the Preferred Directors;; and
(ig) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Merger Agreement.
Appears in 1 contract
Samples: Preemptive Rights Agreement (Bluephoenix Solutions LTD)
Excluded Securities. The preemptive rights of first refusal established by this Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of pursuant to such options, warrants or other rights) (as adjusted for stock splits, recapitalizations and the Series Preferred;
(blike) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors;
(1b) exist stock issued pursuant to any rights, agreements, options, warrants and convertible promissory notes outstanding as of the date of this Agreement and have been approved by referenced in the Board or schedule of exceptions (2Schedule 3.3) are approved after to the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Purchase Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as PROVIDED, THAT, the preemptive rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(d) shares of Common Stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to a registration statement filed under the terms Securities Act; and
(g) shares of capital stock, or other securities, or warrants, rights, options or other convertible securities, issued in any transaction in which the Purchase Agreementprice per share of Common Stock equivalents is not less than the then-effective Series C Conversion Price, PROVIDED, THAT, the value of shares issued do not exceed $500,000 with respect to any one transaction and $1,500,000 in the aggregate.
Appears in 1 contract
Samples: Investors' Rights Agreement (Jato Communications Corp)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities up to an aggregate amount of 400,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement issuable to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Company's Board of Directors, and upon reasonable justification by the Company, an additional 200,000 shares available to be issued under this Section 4.6(a) upon consent of the Board of Directors of the Company;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(c) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(d) shares of Common Stock issued upon conversion of the Preferred Stock;
(e) any Equity Securities that are issued for consideration other than cash by the Company pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(jf) any Series B shares of Equity Securities (not to exceed 5% of the Common Stock of the Company, determined on a fully diluted, as converted basis) issued in connection with a strategic alliance with a pharmaceutical or biotechnology company approved unanimously by the Company pursuant to the terms Company's Board of the Purchase AgreementDirectors.
Appears in 1 contract
Samples: Investor Rights Agreement (Arena Pharmaceuticals Inc)
Excluded Securities. The Notwithstanding the foregoing, the rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion up to 11,421,529 shares (or such larger number as may be approved by the Board of Directors of the Series Preferred;
Company including all the Preferred Directors) of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrant or other rights (b) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like) issued or recapitalization by the Company;
(c) Equity Securities issued after the date of this Agreement granted to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board of Directors of the Company; provided, however, that such amount shall be increased to reflect any shares of Common Stock (i) not issued pursuant to the rights, options or warrants described above in this clause (a) (“Unexercised Options”) as a result of the termination of such Unexercised Options or (2ii) are approved after the date of this Agreement reacquired by the BoardCompany from employees, directors or consultants pursuant to arrangements approved by the Company’s Board of Directors that permit the Company to repurchase such shares upon termination of such persons’ services to the Company;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a bona fide merger, consolidation, acquisition, strategic alliance acquisition or similar business combination the terms of which are approved by the BoardBoard of Directors, with and including the approval of a majority all the Preferred Directors, provided that such Equity Securities are not issued to strategic investors who are not Investors and not stockholders of the directors elected by the holders Company as of the Series Preferred (the “Preferred Directors”)date of this Agreement;
(fd) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property estate leasing arrangement, or any debt financing from a bank or similar financial institution and with a federal or state charter approved by the BoardBoard of Directors of the Company, with and including the approval of a majority of all the Preferred Directors;
(gf) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to an effective registration statement filed under the BoardSecurities Act for a Qualified Public Offering;
(hg) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, entities for the purpose of (ix) joint venturesventure, manufacturing, marketing or distribution arrangements or arrangements, (iiy) technology transfer transfer, collaboration, licensing or development arrangements; provided arrangements and (z) any other arrangements involving corporate partners that such transactions are primarily for purposes other than raising capital capital; provided that in each case such strategic transactions and the terms related issuance of such business relationship with such entity Equity Securities have been approved by the BoardBoard of Directors of the Company, with and including the approval of a majority of all the Preferred Directors;; and
(ih) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors, including the representatives designated by the holders of the Shares;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval of a majority representatives designated by the holders of the Preferred Directors;Shares, including the representatives designated by the holder of the Shares; and
(g) any Equity Securities issued to third-party service providers in exchange for shares of the Company's Common Stock or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the BoardCompany's Board of Directors, including the approval of a majority representatives designated by the holders of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase AgreementShares.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 Article IV shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary, pursuant to stock purchase or stock option plans that are approved by the Board of Directors;
(b) stock issued pursuant to any rights or other arrangements that either (1) exist agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 Article IV applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)combination;
(fd) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(gf) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(hg) any Equity Securities shares of the Company's Series B Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (iA) joint ventures, manufacturing, marketing or distribution arrangements or (iiB) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity shares therein, have been approved by the Board, including Company's Board of Directors and the approval Board makes a determination in good faith that the primary purpose of a majority of such transaction is not to raise capital for the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase AgreementCompany.
Appears in 1 contract
Samples: Investor Rights Agreement (Firstworld Communications Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Company’s Board or (2) are approved after of Directors, provided, however, that such Common Stock and rights therefor may not exceed 10% of all issued and outstanding Common Stock of the date of this Agreement by the BoardCompany at any time;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; permitted by and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination combination; provided that prior to October 8, 2017, (i) if Xxxxx-Xxxx and/or any person or entity affiliated with Xxxxx-Xxxx owns any shares of then-outstanding Registrable Securities of the Company, any issuance contemplated by this Section 4.7(c) shall have been approved by Xxxxx-Xxxx, (ii) if Oak and/or any person or entity affiliated with Oak owns any shares of then-outstanding Registrable Securities of the Company, any issuance contemplated by this Section 4.7(c) shall have been approved by Oak, (iii) if the Sol Khazani Living Trust owns any shares of then-outstanding Registrable Securities of the Company, any issuance contemplated by this Section 4.7(c) shall have been approved by the Board, including the approval Sol Khazani Living Trust and (iv) if Cox owns any shares of a majority then-outstanding Registrable Securities of the directors elected Company, any issuance contemplated by the holders of the Series Preferred (the “Preferred Directors”)this Section 4.7(c) shall have been approved by Cox;
(fd) any Equity Securities issued pursuant to in connection with any equipment loan stock split or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved stock dividend by the Board, including the approval of a majority of the Preferred DirectorsCompany;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(he) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and prior to October 8, 2017, (i) if Xxxxx-Xxxx and/or any person or entity affiliated with Xxxxx-Xxxx owns any shares of then-outstanding Registrable Securities of the terms Company, any issuance contemplated by this Section 4.7(e) shall have been approved by Xxxxx-Xxxx, (ii) if Oak and/or any person or entity affiliated with Oak owns any shares of such business relationship with such entity then-outstanding Registrable Securities of the Company, any issuance contemplated by this Section 4.7(e) shall have been approved by Oak, (iii) if the Sol Khazani Living Trust owns any shares of then-outstanding Registrable Securities of the Company, any issuance contemplated by this Section 4.7(e) shall have been approved by the Board, including the approval Sol Khazani Living Trust and (iv) if Cox owns any shares of a majority then-outstanding Registrable Securities of the Preferred DirectorsCompany, any issuance contemplated by this Section 4.7(e) shall have been approved by Cox;
(if) any Equity Securities that are issued in connection with a Qualified Public Offeringby the Company pursuant to an underwritten public offering of up to 19.9% of the fully diluted common stock of the Company if such issuance generates net proceeds of at least $30 million for the Company; and
(jg) any Series B Stock Equity Securities issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Investor Rights Agreement (U.S. Auto Parts Network, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Series D Preferred issued upon pursuant to the Purchase Agreement or shares of Common Stock issued or issuable pursuant to conversion of the such shares of Series D Preferred;
(b) any Equity Securities shares of Common Stock and/or options, warrants under which such Common Stock are exercisable or other Common Stock purchase rights and the Common Stock issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities issued other rights after the date of this Agreement to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to (A) the Corporation’s 2016 Stock Plan, as amended from time to time (which shall provide for a pool of up to 5,467,862 shares of Common Stock, unless otherwise approved by the Board), or (B) any other stock purchase or stock option plans plan, agreement or other arrangements arrangement that either (1) exist as of the date of this Agreement and have has been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(dc) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; , and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 4.8 with respect to the initial sale or grant by the Company of such rights or agreements;
(d) any Equity Securities issued in connection with any stock split, stock dividend or other similar issuance or adjustment by the Company;
(e) any Equity Securities that are issued by the Company pursuant to the Qualified IPO; and
(f) any Equity Securities issued (i) for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(fii) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Boardinstitution, including the approval of a majority of the Preferred Directors;
(giii) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
Company, and (hiv) any Equity Securities issued for consideration in connection with strategic transactions involving the Company and other entities, including, without limitation, including (iA) joint ventures, manufacturing, marketing or distribution arrangements or arrangements, and (iiB) technology transfer or development arrangements; arrangement, provided that that, in each case the issuance of Equity Securities in such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have transaction has been approved by the Board, including which Board approval must include the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued C Director if, following such issuance, the aggregate issuances made by the Company pursuant to the terms of the Purchase Agreementnature described in clauses (i), (ii), (iii) and (iv) above would be, in the aggregate and determined on a cumulative basis, more than five percent (5%) of the fully diluted equity capitalization of the Company as determined immediately prior to such issuance.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities Up to 7,500,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary (for the primary purpose of soliciting or retaining their services) after the date of this Agreement, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a bona fide merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors(provided such issuances are for other than primarily equity financing purposes);
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(h) any Equity Securities shares of the Company's Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Investor Rights Agreement (Wireless Facilities Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities issued other rights after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to (x) the 2007 Stock Incentive Plan of the Company or (y) stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Company’s Board or of Directors (2) are approved after including at least a majority of the date of this Agreement by the BoardPreferred Directors);
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, Board of Directors (including the approval of at least a majority of the directors elected Preferred Directors);
(d) any Equity Securities actually issued in connection with any stock split, stock dividend or recapitalization by the holders Company;
(e) Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company; provided that the issuance of such Equity Securities have been approved by the Company’s Board of Directors (including at least a majority of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, Board of Directors (including the approval of at least a majority of the Preferred Directors);
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided provided, however, that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, Company’s Board of Directors (including the approval of at least a majority of the Preferred Directors;); and
(i) any Equity Securities Securities, issued in connection with or issuable hereafter that are (i) approved by a Qualified Public Offering; and
majority of the Company’s Board of Directors (jincluding at least a majority of the Preferred Directors), (ii) any Series B Stock issued approved by the Company pursuant to the terms vote of the Purchase Agreementholders of at least fifty five percent (55%) of the Preferred Stock then outstanding, voting as a single class, (iii) approved by the vote of the holders of at least sixty percent (60%) of the Series D Stock then outstanding, voting as a separate class, and (iv) approved by the vote of the holders of at least a majority of the Series E Stock then outstanding, voting as a separate class. Notwithstanding the foregoing, if the Company shall issue any shares of Common Stock and/or options, warrants or other Common Stock purchase rights to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary in excess of the number of shares authorized under the 2007 Stock Incentive Plan as of the date hereof (as such number of shares may adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date hereof) after the date hereof without the approval of the holders of at least fifty five percent (55%) of the shares of Preferred Stock then outstanding, then such shares shall be subject to a right of first refusal by the Major Investors in accordance with this Section 4.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities Shares of Series E Preferred Stock issued pursuant to the Purchase Agreement, and Common Stock issued upon conversion of the Series Preferredthereof;
(b) any Equity Securities Shares of Series D Preferred Stock issued in connection with any stock splitpursuant to the Series D SPA, stock dividend, stock distribution or recapitalization by the Companyand Common Stock issued upon conversion thereof;
(c) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights issued or to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after of Directors including the date affirmative vote of this Agreement by the Boardmajority of the Series Preferred Representatives;
(d) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, waived or were inapplicable pursuant to any provision of this Section 4.6 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, Board of Directors including the approval of a majority affirmative vote of the directors elected by the holders majority of the Series Preferred (the “Preferred Directors”)Representatives;
(f) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(g) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(h) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial or lending institution approved by the Board, Board of Directors including the approval affirmative vote of a the majority of the Series Preferred DirectorsRepresentatives;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(hi) any Equity Securities issued in connection with strategic transactions involving the Company and other entitiesentities the principal purpose of which is other than for the raising of capital through the sale of equity securities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, Company’s Board of Directors including the approval affirmative vote of a the majority of the Series Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase AgreementRepresentatives.
Appears in 1 contract
Samples: Investor Rights Agreement (NGM Biopharmaceuticals Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock issued upon conversion of the Series Preferredany shares of the Company’s Preferred Stock;
(b) any Equity Securities issued in connection with any stock splitshares of Common Stock and/or shares of Common Stock issuable pursuant to options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities issued other Common Stock purchase rights granted after the date of this Agreement Effective Date to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary of the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(dc) Equity Securities shares of Common Stock and Preferred Stock issued or issuable pursuant to any rights or agreements, the exercise of options, warrants or other Common Stock purchase rights or convertible securities outstanding as of the date Effective Date;
(d) shares of this Agreement; Common Stock and/or options, warrants or other Common Stock purchase rights, and Equity Securities the Common Stock issued pursuant to any such options, warrants or other rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval Company’s Board of Directors that has a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)primary purpose other than raising cash and equivalents;
(fe) any Equity Securities shares of Common Stock, Preferred Stock or other stock, options, warrants, purchase rights or other securities convertible into shares of Common Stock (such convertible stock or securities being herein referred to as “Convertible Securities”) issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, arrangement or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(gf) any Equity Securities issued to third-party service providers in exchange for shares of Common Stock or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Convertible Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board; and
(g) shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock or warrants to purchase shares of Series B Preferred Stock or Series C Preferred Stock; provided, however, that any issuance or issuances of Equity Securities, Convertible Securities, options, warrants or other Common Stock purchase rights pursuant to subparagraphs (d), (e) and (f), following the Effective Date, for more than an aggregate of 1,000,000 shares Common Stock (including the approval number of shares of Common Stock into which such Convertible Securities, options, warrants or other Common Stock purchase rights may be converted), must be approved by the Board and by holders of at least two-thirds of the outstanding shares of Series B Preferred Stock, by the holders of at least a majority of the outstanding shares of Series C Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued and by the Company pursuant to the terms holders of at least a majority of the Purchase Agreementoutstanding shares of Series D Preferred Stock.
Appears in 1 contract
Samples: Investor Rights Agreement (Reliant Technologies Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock splitpursuant to such options, stock dividend, stock distribution warrants or recapitalization by the Company;
(c) Equity Securities other rights issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1the “Plans”) exist as of the date of this Agreement and when (i) such Plans have been approved by the Board of Directors on or prior to the date hereof, or (2ii) such Plans are approved by the Board of Directors after the date hereof, including the affirmative approval of this Agreement by the BoardPreferred Director;
(db) Any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and any Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a bona fide merger, consolidation, acquisition, strategic alliance or similar business combination combination, provided that such transaction is not primarily for equity financing purposes and is approved by the BoardBoard of Directors, including which shall include, in the approval case of a majority any such issuance to an Affiliate or Related Person of the directors elected Company, approval by the holders of the Series Preferred (the “Preferred Directors”)Director;
(fd) any Equity Securities issued in connection with any stock split or stock dividend by the Company; .
(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution or lending institution; provided that such transaction is not primarily for equity financing purposes, and is approved by the BoardBoard of Directors, including which shall include, in the approval case of a majority any such issuance to an Affiliate or Related Person of the Company, approval by the Preferred DirectorsDirector;
(f) any Equity Securities that are issued by the Company pursuant to a registration statement relating to a firm commitment underwritten offering filed under the Securities Act;
(g) any Equity Securities issued pursuant to third-party service providers in exchange for or as partial consideration for services rendered to Section 2 of the Company approved by the BoardPurchase Agreement;
(h) any Equity Securities issued in connection with bona fide strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are transaction is not primarily for equity financing purposes other than raising capital and the terms of such business relationship with such entity have been is approved by the BoardBoard of Directors, including which shall include, in the approval case of a majority any such issuance to an Affiliate or Related Person of the Company, approval by the Preferred Directors;Director ; and
(i) any Equity Securities issued to suppliers or third party service providers in connection with a Qualified Public Offeringthe provision of goods or service; and
(j) any Series B Stock issued provided that such transaction is not primarily for equity financing purposes and is approved by the Company pursuant Board of Directors, which shall include, in the case of any such issuance to the terms an Affiliate or Related Person of the Purchase AgreementCompany, approval by the Preferred Director.
Appears in 1 contract
Samples: Investor Rights Agreement (HealthWarehouse.com, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date Original Issue Date (as defined in the Company's Amended and Restated Certificate of this Agreement Incorporation) to employees, officers or directors of, or consultants or advisors to the Company or any of its affiliates, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement Directors, including at least two directors elected solely by the Boardholders of a majority of the Series 1-A Preferred, Series 1-B Preferred, Series 1-C Preferred and Series 1-D Preferred voting together as a single class on an as-if-converted basis (each, a "Preferred Director");
(db) Equity Securities stock issued or issuable pursuant to any rights or agreementsagreements outstanding as of the date of this Agreement, options, options and warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors, including at least two Preferred Directors;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the approval Company;
(e) shares of a majority Common Stock issued upon conversion of shares of the directors elected by the holders of the Series Company's Preferred (the “Preferred Directors”)Stock;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangementleasing, real property leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval of a majority of the at least two Preferred Directors;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act in connection with an underwritten public offering;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the BoardCompany's Board of Directors, including the approval of a majority of the at least two Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement; and
(j) any Equity Securities issued in connection with any transaction or other arrangement unanimously approved by the Company's Board of Directors.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities up to an aggregate of 12,559,948 shares (provided, however, that such number shall be increased to reflect any shares of Common Stock (i) not actually issued upon conversion pursuant to the rights, agreements, option or warrants (“Unexercised Options”) as a result of the Series Preferred;
termination of such Unexercised Options or (bii) any Equity Securities reacquired by the Company from employees, directors or consultants at cost (or the lesser of cost or fair market value) pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company) of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued in connection with pursuant to such options, warrants or other rights (as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like after the date hereof) previously issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary pursuant to (x) the 2007 Stock Incentive Plan of the Company or (y) stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or of Directors (2including at least a majority of the Preferred Directors (as defined in the Restated Certificate) are approved after (the date of this Agreement by the Board“Option Pool”);
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, Board of Directors (including the approval of at least a majority of the directors elected Preferred Directors);
(d) any Equity Securities actually issued in connection with any stock split, stock dividend or recapitalization by the holders of Company;
(e) Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, Board of Directors (including the approval of at least a majority of the Preferred Directors);
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided provided, however, that such transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the Board, Company’s Board of Directors (including the approval of at least a majority of the Preferred Directors;); and
(i) any Equity Securities Securities, issued in connection with or issuable hereafter that are (i) approved by a Qualified Public Offering; and
majority of the Board (jincluding at least a majority of the Preferred Directors), (ii) any Series B Stock issued approved by the Company pursuant to the terms vote of the Purchase Agreementholders of at least fifty five percent (55%) of the Preferred Stock and (iii) approved by the vote of the holders of at least sixty percent (60%) of the Series D Preferred Stock, voting together as a separate class. Notwithstanding the foregoing, if the Company shall issue any shares of Common Stock and/or options, warrants or other Common Stock purchase rights to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary in excess of the Option Pool after the date hereof without the approval of the holders of at least fifty five percent (55%) of the shares of Preferred Stock then outstanding , then such shares shall be subject to a right of first refusal by the Major Investors in accordance with this Section 4.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date Original Issue Date (as defined in the Company’s Certificate of this Agreement Incorporation) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, options and warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;.
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors, including the approval of a majority vote of the directors elected representatives designated to the Board of Directors by the holders Holders, if any;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(e) shares of Common Stock issued upon conversion of the Series Shares or shares of Common Stock or Preferred (Stock issued upon the “Preferred Directors”)exercise of the Warrants;
(f) any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval of a majority vote of the Preferred Directorsrepresentatives designated to the Board of Directors by the Holders, if any;
(g) any Equity Securities issued pursuant to third-party service providers in exchange for any joint venture or as partial consideration for services rendered to the Company strategic partnership approved by the Board;Board of Directors, including the vote of the representatives designated to the Board of Directors by the Holders, if any; or
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to a registration statement filed under the terms of the Purchase AgreementSecurities Act in connection with a Qualified Offering.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 Notwithstanding the foregoing, and provided that such issuances shall have no application not result in or cause the Investor to any hold less than twenty percent (20%) of the then outstanding Common Stock, assuming full exercise and/or conversion of all the then outstanding Company securities (including options, warrants, stock units and similar instruments) exercisable and/or convertible into the Company’s Common Stock, the following Equity issuances shall constitute “Excluded Securities” and shall not trigger the preemptive rights set forth in Section 6.1(a) above:
(ai) Equity Securities issued upon conversion of the Series PreferredInvestor Shares;
(bii) any Equity Securities Common Stock issued in connection with any stock split, stock dividend, stock distribution or recapitalization any subdivision of shares of Common Stock by the CompanyCompany or the conversion of Common Stock into another class of capital stock;
(ciii) Equity Securities Common Stock (or options to purchase such shares of Common Stock) issued after the date of this Agreement or issuable to employeescurrent, officers former or future employees or directors of, or consultants or advisors to to, the Company pursuant to stock purchase and its Subsidiaries or stock option plans in connection with any person’s employment, independent contractor or other consulting arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of (or to such rights persons’ transferees, estates or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”beneficiaries under their estates);
(fiv) Common Stock issued or issuable in any Equity Securities issued pursuant to any equipment loan business combination or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company acquisition transaction approved by the Board;
(hv) Common Stock issued to financial institutions, commercial lenders, brokers or finders or any Equity Securities issued similar party, or their respective designees, in connection with strategic transactions involving the Company and other entitiesincurrence or guarantee of indebtedness by the Company, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been in each case approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(jvi) any Series B issuances of equity securities in connection with an underwritten public offering (including the IPO); provided, however, that Common Stock (or options to purchase Common Stock) may be issued pursuant to subsections (iii), (iv) and (v) above without being subject to the foregoing 20% restriction only to the extent the Investor has the opportunity to purchase additional Common Stock at fair market value as determined by the Company pursuant to Board, in good faith in the terms exercise of its reasonable business judgment, at the time of the Purchase Agreementrelevant transaction so that the Investor will own twenty percent (20%) of the then outstanding Common Stock assuming full exercise and/or conversion of all the then outstanding Company securities (including options, warrants, stock units and similar instruments) exercisable and/or convertible into the Company’s Common Stock.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion of the Series Preferred;
up to 23,877,415 shares (b) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution or recapitalization by splits, recapitalizations and the Company;
(c) Equity Securities issued like with respect to such shares after the date of this Agreement Agreement) of Common Stock (the “Option Pool”) (as such Option Pool may be increased from time to time by approval of the Board of Directors and the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Preferred Stock as required by the Company’s Certificate of Incorporation, as such may be amended from time to time) issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to the Company’s 2013 Equity Incentive Plan (or any similar successor stock purchase or stock option plans adopted by the Company), or any additional shares of Common Stock issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are unanimously approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors, including the approval of a majority of the directors elected appointed by the holders of the Series Shares;
(d) shares of Common Stock issued in connection with any stock split or stock dividend by the Company;
(e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred (the “Preferred Directors”)Stock;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the BoardBoard of Directors, including the approval of a majority of the Preferred Directorsdirectors appointed by the holders of the Shares, and provided that the issuance of such shares is primarily for purposes other than the raising of additional capital through an equity financing;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by the Boardpursuant to a Qualified IPO;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that the issuance of shares therein has been approved by the Company’s Board of Directors and provided that the issuance of such transactions are shares is primarily for purposes other than the raising of additional capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;through an equity financing; and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion of the Series Preferred;
Up to 5,500,000 shares (b) as may be adjusted for any Equity Securities issued in connection with any stock split, stock dividend, stock distribution combinations, splits, recapitalizations and the like) of Common Stock (and/or options, warrants or recapitalization by the Company;
(cother Common Stock purchase rights issued pursuant to such options, warrants or other rights) Equity Securities issued or to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board of Directors;
(b) Up to 6,896,552 shares (as may be adjusted for any stock dividend, combinations, splits, recapitalizations and the like) of Series B Convertible Preferred Stock issued or (2) are approved to be issued after the date of this Agreement by the Boardhereof to GP Strategies;
(dc) Equity Securities capital stock of the Company issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities agreements outstanding as of the date of this Agreement; , options and Equity Securities warrants outstanding as of the date of this Agreement, and capital stock issued pursuant to or upon the exercise of any such rights or agreements granted after the date of this Agreement, so long as ; provided that in the case of rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision agreements granted after the date of this Section 4.6 with respect to the initial sale or grant by the Company of Agreement, such rights or agreementsagreements were approved by the Board of Directors, including representatives designated by Xxxxxxx Xxxxxx Xxxxxx and Xxxxxxxx MedTech Partners L.P.;
(d) shares of Common Stock issued in connection with any stock split, dividend, combination, distribution, or recapitalization;
(e) shares of Common Stock issued in connection with any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) shares of Common Stock issued upon conversion of the Shares;
(g) any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;; and
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities Shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with as adjusted for any stock splitdividends, stock dividendcombinations, stock distribution splits, recapitalizations and the like issued or recapitalization by the Company;
(c) Equity Securities to be issued after the date Original Issue Date (as defined in the Company's Amended and Restated Certificate of this Agreement Incorporation), to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors);
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(d) shares of Common Stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(h) any Equity Securities shares of the Company's Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval of a majority of the Preferred Company's Board of Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of common stock issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization pursuant to Board approval as required by the Company;
's 1999 Equity Incentive Plan (cand/or options, warrants or other Common Stock purchase rights issued pursuant to such options, warrants or other rights) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board of Directors;
(b) shares of Common Stock and/or options, warrants or (2) are other rights issued to suppliers of the Company pursuant to arrangements approved after the date of this Agreement by the Board;
(dc) Equity Securities stock issued or issuable pursuant to any rights or rights, agreements, options, options or warrants or convertible securities outstanding as of the date of this Agreement; , options and Equity Securities warrants outstanding as of the date of this Agreement;
(d) stock issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 applied with respect to the initial sale or grant by the Company of such rights rights, agreements, options or agreementswarrants;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) shares of common stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(g) shares of common stock issued upon conversion of the Shares;
(h) any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution or lending institution, approved by the Board, including the approval Board of a majority of the Preferred Directors;
(gi) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(hj) any Equity Securities shares of the Company's common stock or preferred stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein has been approved by the BoardCompany's Board of Directors, including the approval of a majority representative designated by the holders of the Preferred Directors;Shares; or
(ik) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to that certain Amendment of Noncompetition Agreement and Separation Agreement, dated June 25, 2001, by and between Douglas B. Williams and the terms of the Purchase AgreementCompany.
Appears in 1 contract
Excluded Securities. The preemptive rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion of the Series Preferred;
Up to 5,500,000 shares (b) as may be adjusted for any Equity Securities issued in connection with any stock split, stock dividend, stock distribution combinations, splits, recapitalizations and the like) of Common Stock (and/or options, warrants or recapitalization by the Company;
(cother Common Stock purchase rights issued pursuant to such options, warrants or other rights) Equity Securities issued or to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board of Directors;
(b) Up to 6,896,552 shares (as may be adjusted for any stock dividend, combinations, splits, recapitalizations and the like) of Series B Convertible Preferred Stock issued or (2) are approved to be issued after the date of this Agreement by the Boardhereof to GP Strategies;
(dc) Equity Securities capital stock of the Company issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities agreements outstanding as of the date of this Agreement; , options and Equity Securities warrants outstanding as of the date of this Agreement, and capital stock issued pursuant to or upon the exercise of any such rights or agreements granted after the date of this Agreement, so long as ; provided that in the case of rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision agreements granted after the date of this Section 4.6 with respect to the initial sale or grant by the Company of Agreement, such rights or agreementsagreements were approved by the Board of Directors, including representatives designated by Sanders Morris Harris and Wheatley MedTech Partners L.P.;
(d) xxxxxx xx Xxxxxx Xxxck isxxxx xx connection with any stock split, dividend, combination, distribution, or recapitalization;
(e) shares of Common Stock issued in connection with any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval Board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) shares of Common Stock issued upon conversion of the Shares;
(g) any Equity Securities issued pursuant to any equipment leasing or loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;; and
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Investor Rights Agreement (National Patent Development Corp)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to to, the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement Agreement, options and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Shares;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or pursuant to debt financing from a bank or similar other financial institution approved by the Board, including the approval of a majority of the Preferred Directorsinstitution;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act for the Company's Initial Offering;
(h) any Equity Securities shares of the Company's Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (iA) joint ventures, manufacturing, marketing or distribution arrangements or (iiB) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity shares therein, have been approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;; and
(i) any Equity Securities shares of Common Stock or options, warrants or convertible securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms upon receipt of written consent or approval of the Purchase Agreementholders of two-thirds (2/3) of the Registrable Securities.
Appears in 1 contract
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights, and the Common Stock issued upon conversion pursuant to such options, warrants or other rights issued or to be issued after the Original Issue Date (as defined in the Company's Restated Charter) to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of the Series PreferredDirectors;
(b) any Equity Securities issued pursuant to any rights or agreements outstanding as of the date hereof or pursuant to the exercise of options, warrants or convertible securities outstanding as of the date hereof;
(c) any Equity Securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved by at least a majority of the Directors who are not then employees of the Company;
(d) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution combination or recapitalization by the Company;
(ce) any Equity Securities issued upon conversion of the Preferred Stock of the Company;
(f) subject to Section 2.3 of the Series E Agreement, any Series E Preferred issued pursuant to the Series E Agreement;
(g) any Equity Securities issued pursuant to any equipment or real estate leasing or loan arrangement or debt financing from an equipment lessor, landlord, bank, financial or lending institution or similar entity approved by at least a majority of the Directors who are not then employees of the Company and the primary purpose of which is other than to obtain financing for the Company through the issuance of equity securities;
(h) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;
(i) any Equity Securities issued in connection with strategic transactions approved by a majority of the Directors who are not then employees of the Company, including (1) joint ventures, manufacturing, marketing or distribution arrangements, or (2) technology license, transfer or research and development arrangements, or (3) any other transaction involving corporate partners the primary purpose of which is other than to obtain financing for the Company through the issuance of equity securities;
(j) any Equity Securities issued pursuant to Section 3.12;
(k) stock issued pursuant to any such rights granted or agreements entered into after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to in connection with the initial sale or grant by the Company of such rights or agreements;
(e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”);
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Excluded Securities. The rights of first refusal participation ------------ ------------------- established by this Section 4 Article XIII shall have no application to any of the following Equity Securities:
(a) Equity Securities issued upon conversion of the Series Preferred;
(b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) any Equity Securities issued or issuable pursuant to any rights or rights, agreements, options, options and warrants outstanding or convertible securities outstanding issued as of the date of this Agreement; and any Equity Securities issued pursuant to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as ; provided that either the rights of first refusal participation established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 Article XIII applied with respect to the initial sale or grant by the Company of such rights rights, agreements, options or warrants or such rights, agreements, options or warrants constituted Excluded Securities pursuant to this Section 13.5 at the time of issuance;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval Company;
(e) shares of a majority Common Stock issued upon conversion of the directors elected by the holders of the Company's Series A Preferred (the “Stock and Series B Preferred Directors”)Stock;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, estate transaction or debt financing commercial credit arrangement from a bank or similar financial institution approved by the Board, including the approval or any Equity Securities issued as part of a majority unit including debt of the Preferred DirectorsCompany or its subsidiaries and in each case such issuances are primarily for other than non-equity financing purposes;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the BoardSecurities Act;
(h) any Equity Securities issued in connection with strategic transactions that include a commercial relationship involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have Equity Securities pursuant thereto has been approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;; and
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued transaction in which the consideration received by the Company pursuant is determined by the disinterested members of the Board to be at least equal to the terms fair market value of the Purchase AgreementEquity Securities.
Appears in 1 contract
Samples: Warrant Agreement (Loudcloud Inc)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date Original Issue Date (as defined in the Company's Certificate of this Agreement Incorporation) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(db) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, with or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisitionstrategic alliance, strategic alliance acquisition or similar business combination approved by the BoardBoard of Directors;
(d) shares of Common Stock issued in connection with any stock split, including stock dividend or recapitalization by the approval Company;
(e) shares of Common Stock issued upon conversion of or as a majority dividend or distribution on shares of the directors elected by the holders of the Series Company's Preferred (the “Preferred Directors”)Stock;
(f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval Board of a majority of the Preferred Directors;
(g) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements, (ii) research and development arrangements, (iii) licensing or collaborative arrangements or (iiiv) technology transfer or development similar arrangements; provided that such transactions , any of which are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Investor Rights Agreement (Peninsula Pharmaceuticals Inc)
Excluded Securities. The rights of first refusal established by this Section 4 9.3 shall have no application to any of the following Equity Securities:
(ai) Equity Securities shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued upon conversion of the Series Preferred;
(b) any Equity Securities pursuant to such options, warrants or other rights issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date board of this Agreement by the Boarddirectors;
(dii) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 9.3(D) were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 9.3(D) with respect to the initial sale or grant by the Company of such rights or agreements;
(eiii) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval board of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)directors;
(fiv) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;
(v) any Equity Securities issued pursuant to such options, warrants, or other rights issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the approval of a majority of the Preferred Directors;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company that are approved by the Board;
(hvi) any Equity Securities that are issued by the Company pursuant to a registration statement relating to an IPO; and
(vii) any Common Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are transaction is not primarily for equity financing purposes other than raising capital and the terms of such business relationship with such entity have been that are approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Shareholder Agreements (Nyiax, Inc.)
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity New Securities:
(ai) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company Company, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after of Directors and the date of this Agreement by the BoardCompany's stockholders;
(dii) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities agreements outstanding as of the date of this Agreement; , options and Equity Securities warrants outstanding as of the date of this Agreement, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as ; provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreementsagreements granted after the date of this Agreement;
(eiii) any Equity New Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)combination;
(fiv) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(v) any Equity New Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution that is approved by the Board, including the approval Board of a majority of the Preferred Directors;
(gvi) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity New Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) license of technology or technology transfer or development arrangements; provided arrangements that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval Board of a majority of the Preferred Directors;
(ivii) any Equity New Securities issued by the Company in connection with a Qualified Public Offeringwidely distributed, firm-commitment underwritten public offering;
(viii) any Sale Shares issued pursuant to Section 1(b) hereof; and
(jix) any Series B shares of Common Stock issued by the Company pursuant to the terms upon exercise of the Purchase AgreementWarrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lynx Therapeutics Inc)
Excluded Securities. The rights of first refusal offer established by this Section 4 5 shall have no application to any of the following Equity Securities:
(a) Equity Securities shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the Series Preferred;
(bpursuant to such options, warrants or other rights) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either are approved by the Board of Directors, including the representatives designated by the holders of the Shares but excluding the Founders;
(1b) exist stock issued pursuant to any rights or agreements outstanding as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board;
(d) Equity Securities issued or issuable pursuant to any rights or agreementsAgreement, options, warrants or (including the Nova Scotia, Harpeth and UA Warrants) and convertible securities promissory notes outstanding as of the date of this Agreement; and Equity Securities stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided, that, the rights of first refusal offer established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 5 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(ec) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved combination;
(d) after the date hereof, any Equity Securities which in the aggregate exceed ten percent (10%) of the Company's outstanding capital stock on a fully diluted basis issued to a potential or existing customer or supplier or other strategic relationship or issued in connection with a credit facility or equipment lease transaction;
(e) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)Company;
(f) any Equity Securities shares of Common Stock issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority upon conversion of the Preferred DirectorsShares;
(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board;
(h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to a registration statement filed under the terms of the Purchase AgreementSecurities Act.
Appears in 1 contract
Excluded Securities. The rights of first refusal and over subscription established by this Section 4 shall have no application to any of the following Equity Securities:
(aA) Equity Securities Common Stock (and/or options, warrants or other Common Stock purchase rights issued upon conversion of the pursuant to such options, warrants or other rights) and Series Preferred;
(b) any Equity Securities A Preferred Stock issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company;
(c) Equity Securities to be issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or in connection with services rendered to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been are approved by the Board or (2) are approved after the date of this Agreement by the BoardDirectors;
(dB) Equity Securities stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities agreements outstanding as of the date of this Agreement; , options and Equity Securities warrants outstanding as of the date of this Agreement, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as provided that the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 applied with respect to the initial sale or grant by the Company of such rights or agreements;
(eC) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance acquisition or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”)combination;
(fD) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
(E) shares of Common Stock issued upon conversion of the Shares;
(F) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directorsinstitution;
(gG) any Equity Securities that are issued to third-party service providers in exchange for or as partial consideration for services rendered to by the Company approved by pursuant to a registration statement filed under the Board;Securities Act; and
(hH) any Equity Securities shares of the Company's Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including, without limitation, including (iA) joint ventures, manufacturing, marketing or distribution arrangements or (iiB) technology transfer or development arrangements; provided that such strategic transactions are primarily for purposes other than raising capital and the terms issuance of such business relationship with such entity have shares therein, has been approved by the Board, including the approval Company's Board of a majority of the Preferred Directors;
(i) any Equity Securities issued in connection with a Qualified Public Offering; and
(j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Samples: Investors' Rights Agreement (Copper Mountain Networks Inc)
