Exempt Securities. Notwithstanding the foregoing provisions of this Section 4.4, Qualified Stockholders shall not have the right to participate in the issuance of any New Securities which are otherwise authorized to be issued in accordance with this Agreement (i) if such New Securities were issued as consideration in any merger, consolidation or combination with or acquisition of securities or assets of another Person in exchange for New Securities, (ii) if made upon conversion or exercise of any rights, convertible securities, options or warrants to purchase Company Common Stock or other capital stock of the Company, (iii) if made by any Subsidiary of the Company to the Company or any of its direct or indirect wholly owned Subsidiaries, or (iv) if made as securities which are the subject of a registration statement being filed under the Securities Act pursuant to a Qualified IPO, (v) if made to Directors, officers, employees or consultants as compensation pursuant to any Equity Incentive Plans approved in accordance with Section 2.2 (the New Securities described in the foregoing clauses (i) through (v), “Exempt Securities”).
Exempt Securities. The rights of the Investors under Section 4.1 shall not apply to the following Sunnova Securities (the “Exempt Securities”):
(a) Common Stock or Preferred Stock issued or issuable pursuant to the Purchase and Exchange Agreement (including pursuant to Section 9.2 thereof);
(b) Sunnova Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section IV.3(d)(v), (vi), (vii) or (viii) of the Restated Certificate;
(c) Sunnova Securities issued or issuable upon conversion of any of the Preferred Stock, or as a dividend or distribution on the Preferred Stock;
(d) Sunnova Securities issued or issuable upon the conversion of any debenture, warrant, option or other convertible security (but only to the extent that the original issuance of such debenture, warrant, option or other convertible security was subject to the preemptive rights set forth in this Section 4.1);
(e) Sunnova Securities issued or issuable to employees or directors of, or consultants or advisors to, the Company (including any Sunnova Securities issued upon the conversion, exercise or exchange thereof) pursuant to any plan approved by the Board;
(f) Sunnova Securities issued or issuable pursuant to the acquisition of another Entity by the Company by merger, purchase of substantially all of the assets or a business line, unit or division or other reorganization or pursuant to a joint venture agreement, provided that such issuances are approved by the Board;
(g) Any Securities of a Subsidiary of the Company issued to the Company or any Subsidiary of the Company; or
(h) Sunnova Securities issued or issuable in any firmly underwritten public offering of the Company pursuant to a registration statement under the Securities Act, including issuances solely for the purposes of effecting a Required IPO Structure in accordance with the terms of this Agreement and the Registration Rights Agreement. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Exempt Securities. Assuming the representations and warranties of BCC are true and correct, the offer and sale of the Preferred Stock in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") by reason of Section 4(2)
Exempt Securities. BCC understands that neither the Preferred Stock nor the Exchange Notes has been registered under the Securities Act. BCC also understands that the Preferred Stock is being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon BCC's representations contained in this Agreement and that the Exchange Notes, if issued, may be issued in reliance upon the same exemption.
Exempt Securities. Notwithstanding any other provision herein to the contrary, the issuance of any Exempt Securities shall not be deemed to constitute an issuance of Common Stock or other security of the Corporation (or in the case of any repurchase, any Extraordinary Distribution) for purposes of the foregoing anti-dilution provisions.
Exempt Securities. The right of first refusal established by this Section 6 shall not apply to (a) any transfer or transfers by any Stockholder which, in the aggregate, over the term of this Agreement, amount to no more than one hundred thousand (100,000) Shares (as adjusted for stock splits, stock dividends and the like) held by such stockholder, (b) any pledge of Shares made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest or to the foreclosure of such pledge, (c) any transfer to the ancestors, descendants or spouse or to trusts, limited partnerships or limited liabilities companies established for the benefit of such persons or the selling stockholder, or (d) any bona fide gift (those items set forth in (a), (b), (c) and (d) above, the "EXEMPT SECURITIES"); PROVIDED, THAT, in the event of any pledge or transfer of Exempt Securities, the pledgee, transferee or donee shall furnish the Company with a written agreement to be bound by and comply with all provisions of this Agreement.
Exempt Securities. The parties hereto expect that the shares of Acquiror Common Stock to be issued in connection with the Merger will be exempt securities under the Securities Act of 1933, as amended (the "SECURITIES ACT"), by reason of Section 3(a)(10) thereof, and that the issuance of Acquiror Common Stock and Acquiror's assumption of Target Options and Target Warrants hereunder will be qualified under the securities laws of the State of California pursuant to Section 25121 thereof, after a fairness hearing (the "FAIRNESS HEARING") has been held pursuant to the authority granted by Section 25142 of such law. Each of Acquiror, Merger Sub and Target shall use their respective best efforts (a) to file an application for such hearing and qualification as soon as reasonably practicable after the date of this Agreement and (b) to obtain such qualification.
Exempt Securities. The sale and issuance of (i) the Subordinated Units to Premcor Pipeline, Premcor Refining, VRCT and VTDC and (ii) the General Partner Units and the IDRs to the General Partner are each exempt from the registration requirements of the Securities Act and the rules and regulations and the securities laws of any state having jurisdiction with respect thereto and none of the Valero Entities has taken or will take any action that would cause the loss of such exemption.
Exempt Securities. The sale and issuance of the Subordinated Units to P66 Company, and the General Partner Units and the IDRs to the General Partner are exempt from the registration requirements of the Securities Act and the rules and regulations and the securities laws of any state having jurisdiction with respect thereto, and none of the Xxxxxxxx Entities has taken or will take any action that would cause the loss of such exemption.
Exempt Securities. Notwithstanding the foregoing provisions of this Section 4.3, Qualified Shareholders shall not have the right to participate in the issuance of any New Securities which are otherwise authorized to be issued in accordance with this Agreement (i) if such New Securities were issued as consideration in any merger, consolidation or combination with or acquisition of securities or assets of another Person in exchange for New Securities, (ii) if made upon conversion or exercise of any rights, convertible securities, options or warrants to purchase Company Common Stock or other capital stock of the Company, (iii) if made by any Subsidiary of the Company to the Company or any of its direct or indirect wholly owned Subsidiaries, (iv) if made as securities which are the subject of a registration statement being filed under the Securities Act pursuant to a Qualified IPO, (v) if made to Directors, officers, employees or consultants as compensation pursuant to any Equity Incentive Plans approved in accordance with Section 2.1 or (vi) if such New Securities were issued in connection with the Backstop Commitment Agreement (as defined in the Reorganization Plan), or in connection with the consummation of the Rights Offering (as defined in the Reorganization Plan) in accordance with the Reorganization Plan (the New Securities described in the foregoing clauses (i) through (vi), “Exempt Securities”).
