Common use of Exempt Issuance Clause in Contracts

Exempt Issuance. Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of i. the issuance of Common Stock pursuant to a stock split, subdivision, combination or re-classification which is governed by Section 3(a) hereof, for which adjustment has already been made pursuant to Section 3(a) hereof; ii. Common Stock issuable or issued to employees, consultants or directors of the Corporation for the primary purpose of soliciting or retaining their employment or services directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Corporation, provided that the granting of options or rights pursuant to this clause are in the ordinary course of business and are usual and customary; iii. shares of Common Stock or options or warrants to purchase Common Stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, provided such issuances are approved by the Board of Directors of the Company and shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; iv. Common Stock issued in connection with bona fide acquisitions, mergers or similar transactions and approved by the Board of Directors of the Company, provided that this shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital; v. the granting of any Credit Agreement Warrant; or vi. the issuance of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Initial Exercise Date or any Credit Agreement Warrant.

Exempt Issuance. Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of i. the issuance of Common Stock pursuant to a stock split, subdivision, combination or re-classification which is governed by Section 3(a) hereof, for which adjustment has already been made pursuant to Section 3(a) hereof; ii. Common Stock issuable or issued to employees, consultants or directors of the Corporation for the primary purpose of soliciting or retaining their employment or services directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Corporation, provided that the granting of options or rights pursuant to this clause are in the ordinary course of business and are usual and customary; iii. shares of Common Stock or options or warrants to purchase Common Stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, provided such issuances are approved by the Board of Directors of the Company and shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; iv. Common Stock issued in connection with bona fide acquisitions, mergers or similar transactions and approved by the Board of Directors of the Company, provided that this shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital; v. the granting of any Credit Agreement Warrant; Warrant or vi. the issuance of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Initial Exercise Date or any Credit Agreement Warrant.