Excluded Transactions Sample Clauses

Excluded Transactions. The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

Excluded Transactions. The terms and conditions of this disclosure only apply to those services and transfers which are electronic funds transfers as described in Section 4. The terms and conditions of this disclosure do not apply to other transactions which, although electronic in nature, do not constitute electronic funds transfers described in that section.

Excluded Transactions. The Company will not be obligated to effect any registration of Registrable Securities under this Section 7.2 incidental to the registration of any of its securities in connection with: (a) Any Public Offering relating to employee benefit plans or dividend reinvestment plans; (b) Any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its subsidiaries of or with any other businesses; or (c) The Initial Public Offering, unless (i) such offering will have been initiated by the Investors pursuant to Section 7.1.1 or (ii) one or more Investors will have requested that all or a specified part of its Registrable Securities be included in such offering pursuant to this Section 7.2.1.

Excluded Transactions. Notwithstanding the foregoing, Sections 4(d) or 4(e) above shall not apply to: (i) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the Company; provided that, at the time of any such issuance under clause (i) above, the aggregate of such issuances under clause (i) in the then preceding 12 month period shall not exceed 3,000,000 shares of Common Stock of the Company (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); provided, further that, the aggregate issuance after the date of this Agreement shall not, in any event, exceed 5,580,000 (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iii) shares of Common Stock issued in connection with any stock split or stock dividend of the Company; (iv) the issuance of shares of Common Stock of the Company in connection with a bona fide joint venture or business acquisition of or by the Company approved by the Board of Directors, whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise; provided that, at the time of any such issuance under clause (iv) above, the aggregate of such issuances under clause (iv) in the preceding 12 month period shall not exceed 10% of the then outstanding Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities); (v) the issuance of Series A Preferred Stock and Series A, Series B, Series C or Series BD Warrants in connection with the prior merger of CMNW Acquisition Corp., a Nevada corporation, with and into OrthoSupply Management, Inc., a Delaware corporation (“OrthoSupply”), resulting in OrthoSupply becoming a wholly-owned subsidiary of the Company (such merger transaction, the “Reverse Merger”); (vi) the issuance of 680,000 shares of Common Stock to Midtown Partners & Co., LLC in connection with the Reverse Merger; (vii) the issuance of 150,000 shares of Common Stock to Firle Trading S.A in connection with the Reverse Merger; (viii) the issuance of 450,000 shares of Common St...

Excluded Transactions. The provisions of this Article V shall not apply to Post-Closing Issuances by the Company or any of its Subsidiaries as follows: (a) any Post-Closing Issuance of Share Equivalents, options, warrants or convertible securities, in each case to the extent approved by the Board, to officers, employees, directors who are not Affiliates of any Stockholder or consultants of the Company in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a director; (b) any Post-Closing Issuance of Share Equivalents, in each case to the extent approved by the Board, (i) in any business combination or acquisition transaction involving the Company or any of its Subsidiaries, (ii) in connection with any joint venture or strategic partnership or alliance or (iii) in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholder; (c) any Post-Closing Issuance of Shares pursuant to an Initial Public Offering; (d) any Post-Closing Issuance of Share Equivalents in connection with any stock split, stock dividend or recapitalization approved by the Board (so long as all Holders of the same class or series of Share Equivalents is treated equally with all other Holders of such class or series of Share Equivalents); or (e) any Post-Closing Issuance of Share Equivalents to any Person (or any Affiliate of a Person) that has or is entering into a strategic or commercial relationship with the Company or any of its Subsidiaries or provides other strategic or commercial benefits to the Company or its Subsidiaries as determined in good faith by the Board, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholder.

Excluded Transactions. The Company shall not be obligated to effect any registration of Registrable Securities under this Section 3.2 or give any notice to Holders of the Company’s intent to register Registrable Securities, in each case incidental to the registration of any of its securities in connection with: (i) Any Public Offering relating to employee benefit plans or dividend reinvestment plans; or (ii) Any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its subsidiaries of or with any other businesses except to the extent such Public Offering is for the sale of securities for cash.

Excluded Transactions. No adjustment to the Conversion Price shall be required under this Section 2(e) in the event of the issuance of shares of Common Stock by the Corporation upon the conversion or exercise of or pursuant to any outstanding stock options or stock option plan now existing or hereafter approved by the Holders which stock options have an exercise or conversion price per share of less than the Conversion Price.

Excluded Transactions. The provisions of this Section 5 shall not apply to Issuances by the Company or any Subsidiary as follows: (a) Any Issuance of Subject Securities upon exercise of the Capstone Option, or upon the conversion or exercise or exchange of any other options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities, that are outstanding on the date hereof or Issued after the date hereof in compliance with the provisions of this Section 5; (b) Any Issuance of Subject Securities pursuant to the Management Equity Plan or any other employee benefit or incentive plan that has been approved by Majority Sponsor Approval; (c) Any Issuance of Subject Securities in connection with any business combination or acquisition transaction involving the Company or any Subsidiary or in connection with any joint venture or strategic partnership, in each case which has received Majority Sponsor Approval; (d) Any Issuance of Shares pursuant to an Initial Public Offering; (e) Any Issuance of Shares to the Sponsors (other than SLP, KKR or Avago Partners) in connection with the closing of the Acquisition; (f) Any Issuance of Subject Securities in connection with any stock split, stock dividend or other recapitalization; (g) Any Issuance of Subject Securities as a bona-fide “equity kicker” to a lender in connection with a debt financing; (h) Any Issuance of Subject Securities by a Subsidiary to the Company or any other Subsidiary; (i) The Issuance of the Capstone Option and the Issuance of Company Shares pursuant to the Luxco Securities Subscription Agreement; (j) The Issuance of Shares listed on Schedule I attached hereto; or (k) Any Issuance of Subject Securities as to which the Issuer has received Majority Sponsor Approval for the waiver of the provisions of this Section 5 as to all Sponsors (including the Majority Sponsors).

Excluded Transactions. The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; (ii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses, assets or properties; (iii) any registration statement covering securities other than shares of the same class as those held by Holders (even if such securities are convertible into, or exchangeable or exercisable for, shares that are registered as part of such offering or (iv) any registration related solely to an exchange by the Company of its own securities.