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 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. 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 rights of the Investors under Section 4.1 shall not apply to the following Sunnova Securities (the “Exempt Securities”):
Exempt Securities. The following issuances of Securities ("Exempt Securities") shall not be a considered Subsequent Issuances for purposes of Section 4(a) above or issuances of Later Securities for purposes of Section 2 above: (i) the issuance or sale of Securities (and options, warrants or other rights therefor) to employees, consultants, advisors and directors, pursuant to plans or agreements approved by the board of directors for the primary purpose of soliciting or retaining their services or compensating them for their services; (ii) the issuance of Securities (and options, warrants or other rights therefor) to customers, business partners, financial institutions or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes, provided, however, that the aggregate amount of Exempted Securities issuable pursuant to the exemptions provided by subsections (i) and (ii) above shall not exceed the number of shares equal to eight percent (8%) of the number of shares of Common Stock that are outstanding on the date hereof; (iii) the issuance or sale of Securities pursuant to the consummation of an Initial Public Offering; (iv) the issuance of Securities in connection with a bona fide business acquisition by the Company of another business entity or technologies or pursuant to a strategic partnership or other business transaction, combination or relationship; (v) the issuance of securities in connection with a negotiated "equity financing" in which the Company agrees to sell Securities to an equity investor or a group of equity investors for cash consideration, provided, however, that this exclusion shall not apply if a majority of Securities to be purchased by the group of equity investors would be purchased by Founding Shareholders; or, (vi) the issuance of Securities in connection with any stock split, stock dividend, recapitalization, or similar transaction by the Company.
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. 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. 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.
