Excluded Stock. Excluded Stock" shall mean:
Excluded Stock. Excluded Stock" shall mean (A) shares of Common Stock issued or reserved for issuance by the Company as a stock dividend payable in shares of Common Stock, or upon any subdivision or split-up of the outstanding shares of Common Stock or Preferred Stock, or upon conversion or exercise of any securities of the Company issued pursuant to the Securities Purchase Agreements; (B) up to 3,000,000 shares of Common Stock to be issued or reserved for issuance to employees, consultants, officers or directors of the Company pursuant to the Company's 1999 Stock Compensation Program, provided the exercise price for any options is at least equal to the fair market value of the Common Stock at the time the option was granted and the sales price for any shares of Common Stock issued under such plan is at least equal to the fair market value of the Common Stock at the time the shares are sold other than pursuant to the exercise of an option under such a plan; (C) shares of Common Stock or options or warrants for shares of Common Stock issued or reserved for issuance by the Company pursuant to the acquisition of stock or assets of an unaffiliated Person, provided that the consideration received by the Company for such shares of Common Stock shall be at least equal to the fair market value of the Common Stock at the time of such acquisition and the aggregate number of shares of Common Stock issued under this clause (C) and clause (D) below shall not exceed 1,000,000 shares; (D) shares of Common Stock or options or warrants for shares of Common Stock issued or reserved for issuance by the Company to equipment lessors, banks, financial institutions or similar entities in connection with commercial credit arrangements, equipment financing or similar transactions, provided that the aggregate number of shares of Common Stock issued under this clause (D) and clause (C) above shall not exceed 1,000,000 shares; (E) shares of Common Stock issued or reserved for issuance by the Company as a dividend or other distribution in connection with which an adjustment to the Exercise Price is made pursuant to Section 5(a)(iv) or (v); (F) issuance of securities in a public offering, provided that such offering is made pursuant to a firm underwriting agreement and the net proceeds to the Company are at least $15 million; and (G) shares of Common Stock issued pursuant to currently outstanding options, warrants, notes, or other rights to acquire securities of the Company which were issued or author...
Excluded Stock. All shares of Excluded Stock which the Company has reserved for issuance shall be deemed to be outstanding for all purposes of computations under Section 6(f)(i).
Excluded Stock. Excluded Stock" shall mean (1) shares of Common -------------- Stock issued by the Company as a stock dividend payable in shares of Common Stock, or upon any subdivision or split-up of the outstanding shares of Common Stock for which an adjustment to the Exercise Price is made pursuant to Section 5(c), (2) options to acquire Common Stock and shares of Common Stock issued or to be issued from time to time to directors, officers, employees, consultants, advisors, independent contractors and agents of the Company pursuant to stock option plans or other employee benefit plans approved of by the Board of Directors, or an authorized committee thereof, of the Company, (3) the shares of Common Stock issued or issuable upon conversion of the Redeemable Series A Convertible Preferred Stock of the Company outstanding on December 31, 1995, (4) the shares of Common Stock issued or issuable upon exercise of the Warrants and (5) shares of Common Stock issued by the Company pursuant to an underwritten public offering of Common Stock or pursuant to a public tender or exchange offer.
Excluded Stock. Excluded Stock" shall mean only those shares of Common Stock issued or reserved for issuance by the Company (A) upon conversion of the Notes, (B) pursuant to the anti-dilution provisions or rights with respect to any other securities of the Company convertible into, exchangeable for, or giving the holder thereof the option or right to purchase, shares of Common Stock, (C) upon exercise of any convertible securities, options or warrants outstanding on November 1, 2004, (D) in connection with any bona fide, third party merger, consolidation or acquisition of assets or securities approved by the Company's Board of Directors, (E) upon exercise of the Warrant issued to SMH on or about the date of issuance of the Notes, (F) 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) after the First Closing Date to employees, officers or directors of, or consultants or advisors to the Company or any Subsidiary pursuant to the Company's and its predecessor's stock incentive plans or other arrangements that are approved by the Company's Board of Directors, (G) pursuant to a stock dividend, subdivision, or split-up covered by clause (iii) of this Section 13.4(a), or (H) shares of Common Stock and/or warrants issued to lenders pursuant to credit facilities or equipment leasing agreements; provided, that the aggregate number of shares of Common Stock issuable pursuant to clauses (F) and (H) shall not exceed in the aggregate 15% of the shares of Common Stock issued and outstanding at any date of determination.
Excluded Stock. Excluded Stock" shall mean shares of Common Stock issued or reserved or agreed to be reserved for issuance by the Company (A) under options, warrants, or other securities convertible or exercisable into Common Stock (whether pursuant to a stock option plan or otherwise), provided the same are issued to officers, directors or employees of the Company and provided that the aggregate number of shares of Common Stock issued or issuable under this clause (A) shall not exceed 10% of the Company's issued and outstanding shares of Common Stock, (B) pursuant to antidilution provisions or rights with respect to any other presently issued and outstanding
Excluded Stock. Each and all shares of common stock, par value $0.001 per share, of Company (the “Company Common Stock”) owned by Company or any Company Subsidiary (or held as treasury stock) or by Parent, Merger Co. or any Parent Subsidiary immediately before the Effective Time (collectively, the “Excluded Shares”) shall be canceled and shall cease to exist, and no shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) or other consideration shall be delivered in exchange therefor.
Excluded Stock. “Excluded Stock” shall mean: (A) shares of Common Stock issued or reserved for issuance by the Corporation as a stock dividend payable in shares of Common Stock, or upon any subdivision or split-up of the outstanding shares of Common Stock or Preferred Stock, (B) shares of Common Stock issued or reserved for issuance by the Corporation upon conversion of shares of Preferred Stock; (C) shares of Common Stock to be issued to employees, consultants and advisors of the Corporation, whether pursuant to options, warrants or other rights, together with any such shares that are repurchased by the Corporation and reissued to any such employee, consultant or advisor, but only to the extent that such issuances are authorized pursuant to resolutions adopted by unanimous vote of the Board of Directors, including both directors designated by Walnut, and, if required, the Corporation’s shareholders; and (D) shares of New Class A Preferred Stock issued as compensation, including contingent, “earn-out” or deferred compensation, to the sellers of businesses acquired by the Corporation in acquisitions approved by the Board of Directors in accordance with Section 5.3 of the Recapitalization Agreement or as contingent, “earn-out” or deferred compensation to sellers of businesses acquired by the Corporation in transactions consummated prior to July 14, 2006.
Excluded Stock. Each share of Company Common Stock that is owned of record immediately prior to the Effective Time by Parent, Merger Sub or the Company or any of their respective direct or indirect wholly-owned Subsidiaries (the “Excluded Stock”) shall not represent the right to receive the Merger Consideration and (x) if held of record directly by the Company or Parent, shall be automatically cancelled and will cease to exist without any conversion thereof, and no consideration will be delivered in exchange for such cancellation, and (y) if held of record by any direct or indirect wholly-owned Subsidiary of the Company or of Parent (including Merger Sub), will be, at the election of Parent, either (i) converted into that number of shares of common stock of the Surviving Corporation that bears the same ratio to the aggregate number of outstanding shares of common stock of the Surviving Corporation as the number of shares of Company Common Stock held by such subsidiary bore to the aggregate number of outstanding shares of Company Common Stock immediately prior to the Effective Time, or (ii) cancelled and (in the case of this clause (ii)) will cease to exist without any conversion thereof, and no consideration shall be delivered in exchange for such cancellation.
Excluded Stock. Excluded Stock" shall mean (A) shares of Common Stock issued or reserved for issuance by the Corporation as a stock dividend payable in shares of Common Stock, or upon any subdivision or split-up of the outstanding shares of Common Stock (B) shares of Common Stock to be issued to key employees, consultants, and advisors of the Corporation for under compensation plans together with any such shares that are repurchased by the Corporation and reissued to any such employee, consultant or advisor and (C) shares of Common Stock issuable upon conversion of, or the payment of interest or dividends upon, any of the following Corporation instruments outstanding on the date hereof: the Corporation's Series A or Series B Convertible Preferred Stock , convertible notes, or convertible Series B or Series C Debentures. All shares of Excluded Stock which the Corporation has reserved for issuance shall be deemed to be outstanding for all purposes of computations under subparagraph (8)(i).
