Exempted Securities Sample Clauses

Exempted Securities. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as pursuant to the Transaction Documents, the Company has not sold, issued or distributed any shares of Class A Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

Exempted Securities. Any securities issued by the Corporation (in- cluding any guarantee by the Corporation, whether or not limited in scope) in connection with the raising of funds for inclusion in the Corporation’s resources as defined in article II, section 2 of the agreement, and any securities guaranteed by the Corporation as to both prin- cipal and interest to which the commitment in article II, section 2(e) of the agreement is ex- pressly applicable, shall be deemed to be ex- empted securities within the meaning of section 77c(a)(2) of title 15 and section 78c(a)(12) of title

Exempted Securities. Except as hereinafter expressly provided, the provisions of this subchapter shall not apply to any of the following classes of securities:

Exempted Securities. The Contingent Purchase Right shall not apply to grants of stock options or other equity awards (“Employee Awards”) made to employees, consultants or directors of the Company for compensatory purposes pursuant to equity incentive plans approved by the compensation committee of the Board of Directors and in a manner consistent with the Company’s past practices (the “Exempted Securities”); provided, however, that the foregoing exception shall not apply to Employee Awards to the extent that they, together with any other grants of Employee Awards made within the twelve month period prior to the date of grant, exceed 10% of the then-outstanding shares of Common Stock as reported in the Company’s most recent periodic report filed with the SEC.

Exempted Securities. “Exempted Securities” shall mean (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities:

Exempted Securities. The rights of first refusal set forth in this Section 4 shall not apply to (i) any Exempted Securities (as defined in the Certificate) and (ii) any shares of Series G Preferred Stock issued or issuable pursuant to Section 2.3 of the Purchase Agreement (collectively, the “Exempted Equity Securities”).

Exempted Securities. (i) issuance of options pursuant to any option plan or restricted shares pursuant to any restricted share plan for compensatory purposes (which may cover directors, officers, employees and/or consultants) which was either (x) approved by the Board prior to the Closing or (y) approved by the Board (including the approval of the Yahoo Designee and the SOFTBANK Designee) on or subsequent to the Closing, and the issuance of the Ordinary Shares underlying such options; (ii) issuance of Ordinary Shares upon exercise of any option, rights, warrants or other convertible instruments which either existed on the Closing Date or the issuance of which was previously subject to preemptive rights; and (iii) issuance of Ordinary Shares in connection with a share dividend, share split or similar event made or paid pro rata on all, and solely with respect to, Ordinary Shares.

Exempted Securities. The THG Participation Right shall not apply to future offerings of securities that are not conducted to raise or obtain equity capital or cash, including, without limitation, any of the following types of securities issued or deemed to be issued, including in each case shares underlying (directly or indirectly) any such Equity Securities (collectively, the “Exempted Securities”): (a) Equity Securities issued by reason of a dividend, stock split, split-up, reorganization or other distribution on shares of Common Stock or any other outstanding Equity Securities, provided that, in each such case, all holders of Common Stock or such outstanding Equity Securities (including, in each case, THG) receive equal treatment; (b) Equity Securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a compensation or employee benefit plan, agreement or arrangement approved by the Board of Directors of the Company; (c) Equity Securities actually issued upon the exercise of options or warrants and Equity Securities actually issued upon the conversion or exchange of convertible Equity Securities, in each case provided such issuance, exercise, exchange or conversion is pursuant to the terms of such option, warrant or convertible Equity Security, and, in each case, provided further that such options, warrants or convertible securities are either outstanding on the date of this Agreement or are Exempted Securities issued after the date of this Agreement; (d) Equity Securities issued pursuant to the acquisition of another company or product line by the Company by license, merger, purchase of all or substantially all of the assets of a person or entity or other reorganization, provided, that such issuances are approved by the Board of Directors of the Company; or (e) Equity Securities issued in connection with any strategic partnership or joint venture (the primary purpose or material result of which is not to raise or obtain equity capital or cash).

Exempted Securities. The sale and issuance of (i) the Subordinated Units to each of HTGP Xxxxx, Oil Export Xxxxx and SGI, and (ii) 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 Hess Entities has taken or will take any action that would cause the loss of such exemption.

Exempted Securities. The term "Exempted Securities," as set forth in Section 1 of the Warrant Agreement, is hereby deleted in its entirety and the following definition is substituted in lieu thereof: