Exempt Issuances. As used herein, “Exempt Issuances” means: (A) the issuance of Securities pursuant to the Series C Share Purchase Agreement; (B) the issuance of Securities pursuant to a Public Offering; (C) (1) the issuance of Incentive Shares to any current or former employees, officers, consultants, advisers, directors or managers of the Company and any Subsidiary pursuant to Section 4(f) of the LLC Agreement, (2) the issuance of Securities as a dividend or distribution on the outstanding Shares in accordance with the terms of the LLC Agreement, including the issuance of corporate stock to the members of the Company upon a conversion of the Company to a corporation pursuant to Section 13(i) of the LLC Agreement, (3) the issuance of Securities upon the conversion or exercise of Common Share Equivalents as to which the Company complied with the provisions of this Article, (4) the issuance of Securities pursuant to any split, dividend, combination or similar event affecting the Company’s Common Shares, (5) the issuance of Securities in connection with bona fide business combinations or corporate partnering arrangements approved by the Board, (6) the issuance of Securities (and options and warrants therefor) to parties in connection with the entry by the Company into equipment leases, real property leases, loans, credit lines, guaranties of indebtedness, cash price reductions or similar financing approved by the Board, and (7) the issuance of Securities to (a) licensors to the Company of technology or patents, (b) collaborative partners of the Company or (c) licensees of the Company in connection with the development, marketing or commercialization of the Company’s products, in each case, as approved by the Board, in accordance with the terms of the LLC Agreement.
Exempt Issuances. The provisions of Sections 5(a)(iii) and 5(a)(iv) shall not apply to any issuance of additional shares of Common Stock, Convertible Securities or warrants, options or rights to subscribe for Common Stock or Convertible Securities (A) for which an adjustment is otherwise provided under Section 5(a)(i) or Section 5(a)(ii) hereof, (B) pursuant to the exercise of this Warrant (or any Warrant issued as a replacement for this Warrant or upon the transfer or partial exercise hereof) in whole or in part, (C) pursuant to the exercise of any warrants, options or rights to subscribe for Common Stock or Convertible Securities outstanding on the date hereof, (D) pursuant to the exercise of any subscription or purchase rights, or the exercise of any conversion or exchange rights in any warrants, options or rights to subscribe for Common Stock or Convertible Securities, or in any Convertible Securities, so long as an adjustment shall previously have been made upon the issuance of such rights or upon the issuance of such warrants, options or Convertible Securities pursuant to Section 5(a)(iv) hereof, (E) pursuant to the issuance of Common Stock (or options or other stock awards related thereto) upon the exercise of options or other stock awards granted or to be granted under a Permitted Stock Option Plan, (F) the issuance of shares of Common Stock, warrants or Convertible Securities pursuant to a bona fide underwritten public offering registered under the Securities Act, (G) the issuance of shares of Common Stock, Convertible Securities or warrants, options or rights to subscribe for Common Stock or Convertible Securities as consideration in connection with the acquisition of all or a controlling interest in another business (whether by merger, purchase of stock or assets or otherwise) if such issuance is approved by the board of directors of the Company, (H) the issuance of shares of Common Stock, Convertible Securities or warrants, options or rights to subscribe for Common Stock or Convertible Securities issued pursuant to any arm’s length equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial or lending institution if such issuance is on terms fair and reasonable to the Company and approved by the board of directors of the Company, or (I) the issuance of shares of Common Stock, Convertible Securities or warrants, options or rights to subscribe for Common Stock or Convertible Securities issued in conne...
Exempt Issuances. The term “Exempt Issuance” as defined in the Purchase Agreement is hereby amended to include Common Stock and Common Stock Equivalents to employees, officers, directors and consultants, if issued pursuant to a resolution adopted by the majority of the non-employee members of the Board of Directors.
Exempt Issuances. Notwithstanding anything herein to the contrary, the provisions of this Section 4.17 shall not apply to any Exempt Issuance other than (iv) thereof.
Exempt Issuances. For purposes of this Warrant, an “Exempt Issuance” means the issuance of (a) any securities issued in connection with the Acquisition; (b) shares of Common Stock or Common Stock Equivalents issued to employees, officers, directors, consultants or service providers of the Company pursuant to any stock or option plan duly adopted for such purpose or other agreement duly authorized by the Company’s board of directors; (c) shares of Common Stock or Common Stock Equivalents issued in connection with the conversion or exercise of Common Stock Equivalents outstanding as of the Issuance Date; (d) shares of Common Stock or Common Stock Equivalents issued in connection with the acquisition of another company by the Company, provided that the Company is the surviving entity; or (e) any securities issued pursuant to commercial arrangements, acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company.
Exempt Issuances. The term “Exempt Issuances” referred to in Section 2.1 which will not give the Major Investors the rights described in Section 2.2 to any of the following equity securities:
Exempt Issuances. The issuances referred to in Section 2.1 which will not give the Investors the rights described in Section 2.2 (the “Exempt Issuances”) are issuances in which shares of Common Stock or Rights or Convertible Securities of the Company are issued or deemed issued (i) as a dividend or distribution payable pro rata to all holders of Common Stock or other securities of the Company; (ii) in connection with Rights to purchase up to six million (6,000,000) shares of Common Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Common Stock) issued or issuable to employees, consultants, officers and directors of the Company pursuant to the Company’s 1996 Employee, Director and Consultant Stock Plan, 2005 Employee, Director and Consultant Stock Plan or any other equity plan or arrangement approved by the Company’s Board of Directors in accordance with Section 6.2(d) unless a higher number of Rights is approved by holders of at least fifty percent (50%) of the Investor Preferred Stock, voting together as a single class on an as-converted basis; (iii) in connection with the exercise of any preemptive or percentage maintenance rights outstanding on the date hereof; (iv) in connection with the conversion or exercise of any Rights or Convertible Securities outstanding on the date hereof; (v) in connection with an acquisition by the Company of stock or assets of another Person, provided that the Company acquires at least fifty percent (50%) of the voting power of the other Person, and the acquisition has been approved in accordance with Section 6.2(f); (vi) in connection with commercial or equipment financing not to exceed an amount equal to four percent (4%) of the fully-diluted equity of the Company immediately after the final closing of the Series H Stock transaction; or (vii) in connection with the Company’s Initial Public Offering.
Exempt Issuances. Notwithstanding anything herein to the contrary, no adjustment to the Warrant Share Amount shall be caused pursuant to Sections 8(d) or (e) by (i) (x) the granting of options pursuant to a stock option or incentive plan maintained by the Corporation or the issuance of shares of Common Stock upon the exercise of such options, so long as any such plan has been approved by the Board of Directors of the Corporation and any such options have been granted at an exercise price equal to the fair market value of the Common Stock at the time of such grant (such fair market value to be determined pursuant to a reasonable methodology and in accordance with the terms of the relevant plan), and (y) the issuance of up to 100,000 shares of Common Stock as restricted stock under a stock option or incentive plan maintained by the Corporation, or to directors, employees, consultants or other service providers of the Corporation in connection with their service to the Corporation; (ii) the issuance of warrants, and the issuance of shares of Common Stock upon the exercise thereof, in connection with any debt or equity financing consummated by the Corporation, or (iii) the issuance of Common Stock by the Corporation as consideration for any acquisition; provided that the exclusions described in clauses (ii) and (iii) shall be applicable only to the extent that the aggregate number of shares of Common Stock, together with the number of shares of Common Stock for which any warrants are exercisable, does not exceed 1% of the outstanding shares of Common Stock as of the date hereof.
Exempt Issuances. The provisions of Sections 5(a)(iii) and 5(a)(iv) shall not apply to any issuance of additional shares of Common Stock or Convertible Securities (A) for which an adjustment is otherwise provided under Section 5(a)(i) hereof, (B) pursuant to the exercise of this Warrant (or any warrant issued as a replacement for this Warrant or upon the transfer or partial exercise hereof) in whole or in part, (C) pursuant to the exercise of any subscription or purchase rights, or the exercise of any conversion or exchange rights in any Convertible Securities, so long as an adjustment shall previously have been made upon the issuance of such rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrants or other rights therefor) pursuant to Section 5(a)(iv) hereof, (D) pursuant to a bona fide underwritten public offering of Common Stock registered under the Securities Act, (E) upon the exercise of warrants or options to acquire Common Stock issued and outstanding on the date of this Warrant, (F) pursuant to the Company’s 2007 Long Term Incentive Plan and any successor stock option or compensatory securities plan adopted by the Company or any of its Subsidiaries, or (G) issued pursuant to commercial bank financings, equipment financing, leasing arrangements, corporate partnering arrangements, strategic transactions (including joint ventures), acquisitions, mergers or technology transfer or development arrangements, provided any such issuance 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 (the issuances in subsections (A)-(G) collectively, the “Exempt Issuances”).
Exempt Issuances. Notwithstanding anything herein to the contrary, no adjustment to the Warrant Share Amount shall be caused pursuant to Sections 8(d) or (e) by (i) (x) the granting of options pursuant to a stock option or incentive plan maintained by the Corporation or the issuance of shares of Common Stock upon the exercise of such options, so long as any such plan has been approved by the Board of Directors of the Corporation and any such options have been granted at an exercise price equal to the fair market value of the Common Stock at the time of such grant (such fair market value to be determined pursuant to a reasonable methodology and in accordance with the terms of the relevant plan), and (y) the issuance of shares of Common Stock as restricted stock under a stock option or incentive plan maintained by the Corporation, or to directors, employees, consultants or other service providers of the Corporation in connection with their service to the Corporation to the extent that the aggregate number of shares of Common Stock so issued does not exceed 10% of the outstanding shares of Common Stock as of the date of such issuance; (ii) the issuance of warrants, and the issuance of shares of Common Stock upon the exercise thereof, in connection with any debt or equity financing consummated by the Corporation to the extent that the number of shares of Common Stock for which such warrants are exercisable, does not exceed 1% of the outstanding shares of Common Stock as of the date of such issuance, (iii) the issuance of Common Stock or warrants by the Corporation as consideration for any acquisition, (iv) the issuance of warrants no. 1, 2 and 3 by the Corporation dated as of the date hereof to each of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital Partners IV, L.P., MSDW IV 892 Investors, L.P. and Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital Investors IV, L.P. (and the issuance of shares of Common Stock pursuant to such warrants), or (v) the issuance of warrants no. 4, 5, 6, 7, 8 and 9 by the Corporation dated as of the date hereof to each of the Bridge Lenders (including any increase in the "Warrant Share Amount" in such warrants, and the issuance of shares of Common Stock pursuant to such warrants).
