Common use of New Securities Clause in Contracts

New Securities. “New Securities” shall mean any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase said capital stock, and securities of any type whatsoever that are, or may become, convertible into said capital stock; provided, however, that New Securities shall not include (i) the Series E Stock, (ii) shares of Common Stock issuable upon conversion of Preferred Stock, (iii) securities offered pursuant to a registration statement filed under the Act, (iv) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, or in any transaction in which the Company’s stockholders immediately prior to such transaction own immediately after such transaction not less than 51% of the voting power of the surviving corporation or its parent, (v) up to 10,000,000 shares of capital stock and/or stock options issued to officers, employees, consultants or advisors pursuant to the Company’s stock option plans; (vi) securities issued in connection with leases or bank financing arrangements or corporate partnering, licensing or similar transactions, provided that such transactions and the issuance of shares therein has been approved by the Board of Directors of the Company, (vii) any warrants, options or rights (and any shares of Common Stock or Preferred Stock issued or issuable upon the exercise of such warrants, options or rights) to purchase shares of Common Stock or Preferred Stock that are outstanding as of the date of this Agreement, and (viii) securities issued in connection with any stock split, stock dividend or distribution, or recapitalization by the Company approved by the Company’s Board of Directors.

New Securities. “New Securities” shall mean means any capital stock of the CompanyCommon Stock or Preferred Stock, whether now authorized or not, and any rights, options or warrants to purchase said capital stockCommon Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into said capital stockCommon Stock or Preferred Stock; provided, however, that “New Securities shall Securities” does not include include: (i) the Series E Stock, (iia) shares of Common Stock issued or issuable upon conversion of any outstanding shares of Preferred Stock; (b) shares of Common Stock or Preferred Stock issuable upon exercise of any options, warrants, or rights to purchase any securities of the Company outstanding as of the Agreement Date and any securities issuable upon the conversion thereof; (iiic) securities offered shares of Common Stock or Preferred Stock issued in connection with any stock split or stock dividend or recapitalization; (d) shares of Common Stock (or options, warrants or rights therefor) granted or issued after the Agreement Date to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board; (e) shares of the Company’s Series Seed Preferred Stock issued pursuant to this Agreement; (f) any other shares of Common Stock or Preferred Stock (and/or options or warrants therefor) issued or issuable primarily for other than equity financing purposes and approved by the Board; and (g) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act, (iv) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, or in any transaction in which the Company’s stockholders immediately prior to such transaction own immediately after such transaction not less than 51% of the voting power of the surviving corporation or its parent, (v) up to 10,000,000 shares of capital stock and/or stock options issued to officers, employees, consultants or advisors pursuant to the Company’s stock option plans; (vi) securities issued in connection with leases or bank financing arrangements or corporate partnering, licensing or similar transactions, provided that such transactions and the issuance of shares therein has been approved by the Board of Directors of the Company, (vii) any warrants, options or rights (and any shares of Common Stock or Preferred Stock issued or issuable upon the exercise of such warrants, options or rights) to purchase shares of Common Stock or Preferred Stock that are outstanding as of the date of this Agreement, and (viii) securities issued in connection with any stock split, stock dividend or distribution, or recapitalization by the Company approved by the Company’s Board of Directors.

New Securities. “New Securities” " shall mean any capital stock of the -------------- Company, whether now authorized or not, and any rights, options or warrants to purchase said capital stock, and securities of any type whatsoever that are, or may become, convertible into said capital stock; provided, however, that "New Securities shall -------- ------- Securities" does not include (i) the Series E Stock, (ii) shares of Common Stock Preferred Shares or other securities issued or issuable upon conversion of the Preferred StockShares ("Conversion Shares"), (iiiii) securities offered pursuant to a registration statement filed under the Securities Act of 1933, as amended (the "Act"), (iviii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, or in any transaction in which the Company’s stockholders immediately prior to such transaction own immediately after such transaction not less than 51% of the voting power of the surviving corporation or its parent, (viv) up to 10,000,000 shares of capital stock and/or stock options issued to officers, employees, consultants or advisors offered pursuant to the Company’s stock option plans; (vi) securities issued in connection with leases lease financing transactions or bank or lending institution financing arrangements or corporate partnering, licensing or similar transactions, provided transactions that such transactions and the issuance of shares therein has been are approved by the Board of Directors of the CompanyDirectors, (vii) any warrants, options or rights (and any shares of Common Stock or Preferred Stock issued or issuable upon the exercise of such warrants, options or rights) to purchase shares of Common Stock or Preferred Stock that are outstanding as of the date of this Agreement, and (viiiv) securities issued in connection with any stock split, stock dividend or distributionrecapitalization of the Company, (vi) all securities hereafter issued or recapitalization by issuable to officers, directors, employees or consultants of the Company (for the primary purpose of soliciting or retaining their employment or services) pursuant to any employee or consultant stock offering, plan or arrangement approved by the Company’s Board of Directors, (vii) securities issuable pursuant to warrants outstanding as of January 7, 2000 (the "Warrant Shares") or securities issued upon conversion of the Warrant Shares, and (viii) warrants for up to 675,000 shares to be issued to First Plaza Group Trust (or any designee thereof) ("First Plaza") upon the achievement of certain sales targets to General Motors Corporation, or any affiliate thereof, as a result of the introduction by First Plaza, and the shares issuable upon exercise thereof.

New Securities. “New Securities” shall mean any capital stock Common Stock or Preferred Stock of the CompanyCorporation, whether now authorized or not, and any rights, options or warrants to purchase said capital stocksuch Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into said capital stocksuch Common Stock or Preferred Stock; provided, however, that the term “New Securities shall Securities” does not include include: (i) the Series E Stock, (iia) shares of Common Stock issuable upon conversion exercise of Preferred Stockany options, (iii) warrants or rights to purchase any securities offered pursuant to a registration statement filed under the Act, (iv) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, or in Corporation (excluding any transaction in which the Company’s stockholders immediately prior to such transaction own immediately after such transaction not less than 51% of the voting power of the surviving corporation or its parent, (vrights granted by this Agreement) up to 10,000,000 shares of capital stock and/or stock options issued to officers, employees, consultants or advisors pursuant to the Company’s stock option plans; (vi) securities issued in connection with leases or bank financing arrangements or corporate partnering, licensing or similar transactions, provided that such transactions and the issuance of shares therein has been approved by the Board of Directors of the Company, (vii) any warrants, options or rights (and any shares of Common Stock or Preferred Stock issued or issuable upon the exercise of such warrants, options or rights) to purchase shares of Common Stock or Preferred Stock that are outstanding as of the date of this Agreement (in accordance with the terms of such option, warrant, or right as of the date of this Agreement, ) and any securities issuable upon the conversion thereof; (viiib) securities shares of Common Stock issued in connection with any stock split, split or stock dividend or distributionrecapitalization; (c) shares of Common Stock (or options, warrants or recapitalization by rights therefor) granted or issued hereafter to employees, officers, directors, contractors, consultants or advisers to, the Company Corporation or any subsidiary of the Corporation pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Company’s Board Board; (d) any other shares of DirectorsCommon Stock (and/or options or warrants therefor) issued or issuable primarily for other than equity financing purposes and approved by the Board; (e) shares of Common Stock issued or issuable by the Corporation to the public pursuant to a Registration; and (f) shares of Common Stock regarding which sixty-six percent (66%) of the Prior Preferred Holders and the Founder (voting as a single class) determine in writing are not “New Securities”.

New Securities. “New Securities” shall mean means any capital stock of the CompanyCommon Stock or Preferred Stock, whether now authorized or not, and any rights, options or warrants to purchase said capital stockCommon Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into said capital stockCommon Stock or Preferred Stock; provided, however, that “New Securities shall Securities” does not include include: (i) the Series E Stock, (iia) shares of Common Stock issued or issuable upon conversion of any outstanding shares of Preferred Stock; (b) shares of Common Stock or Preferred Stock issuable upon exercise of any options, warrants, or rights to purchase any securities of the Company outstanding as of the Agreement Date and any securities issuable upon the conversion thereof; (iiic) securities offered shares of Common Stock or Preferred Stock issued in connection with any stock split or stock dividend or recapitalization; (d) shares of Common Stock (or options, warrants or rights therefor) granted or issued after the Agreement Date to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board; (e) shares of the Company’s Series A Preferred Stock issued pursuant to this Agreement; (f) any other shares of Common Stock or Preferred Stock (and/or options or warrants therefor) issued or issuable primarily for other than equity financing purposes and approved by the Board; and (g) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act, (iv) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, or in any transaction in which the Company’s stockholders immediately prior to such transaction own immediately after such transaction not less than 51% of the voting power of the surviving corporation or its parent, (v) up to 10,000,000 shares of capital stock and/or stock options issued to officers, employees, consultants or advisors pursuant to the Company’s stock option plans; (vi) securities issued in connection with leases or bank financing arrangements or corporate partnering, licensing or similar transactions, provided that such transactions and the issuance of shares therein has been approved by the Board of Directors of the Company, (vii) any warrants, options or rights (and any shares of Common Stock or Preferred Stock issued or issuable upon the exercise of such warrants, options or rights) to purchase shares of Common Stock or Preferred Stock that are outstanding as of the date of this Agreement, and (viii) securities issued in connection with any stock split, stock dividend or distribution, or recapitalization by the Company approved by the Company’s Board of Directors.

New Securities. “New Securities” shall mean means any capital stock of the CompanyCommon Stock or Preferred Stock, whether now authorized or not, and any rights, options or warrants to purchase said capital stockCommon Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into said capital stockCommon Stock or Preferred Stock; provided, however, that “New Securities shall Securities” does not include include: (i) the Series E Stock, (iia) shares of Common Stock issued or issuable upon conversion of any outstanding shares of Preferred Stock; (b) shares of Common Stock or Preferred Stock issuable upon exercise of any options, warrants, or rights to purchase any securities of the Company outstanding as of the Agreement Date and any securities issuable upon the conversion thereof; (iiic) securities offered shares of Common Stock or Preferred Stock issued in connection with any stock split or stock dividend or recapitalization; (d) shares of Common Stock (or options, warrants or rights therefor) granted or issued after the Agreement Date to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board; (e) shares of the Company’s Series A Preferred Stock issued pursuant to this Agreement; (f) any other shares of Common Stock or Preferred Stock (and/or options or warrants therefor) issued or issuable primarily for other than equity financing purposes and approved by the Board; (g) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act, ; and (ivh) securities issued pursuant to the acquisition any other shares of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, or in any transaction in which the Company’s stockholders immediately prior to such transaction own immediately after such transaction not less than 51% of the voting power of the surviving corporation or its parentcapital stock, (v) up to 10,000,000 shares of capital stock and/or stock options issued to officers, employees, consultants or advisors pursuant to the Company’s stock option plans; (vi) securities issued in connection with leases or bank financing arrangements or corporate partnering, licensing or similar transactions, provided that such transactions and the issuance of shares therein has been approved which is specifically excluded by the Board of Directors approval of the Company, (vii) any warrants, options or rights (and any shares of Common Stock or Preferred Stock issued or issuable upon the exercise of such warrants, options or rights) to purchase shares of Common Stock or Preferred Stock that are outstanding as of the date of this Agreement, and (viii) securities issued in connection with any stock split, stock dividend or distribution, or recapitalization by the Company approved by the Company’s Board of DirectorsBoard.

New Securities. “New Securities” shall mean any capital stock shares of the Company, whether now authorized or not, Common Stock and any rights, options or warrants to purchase said capital stock, and securities of any type whatsoever Common Stock that are, or may become, convertible into said capital stockare sold by the Company for cash; provided, however, that the term New Securities shall not include (i) securities issued as part of compensatory arrangements to employees, consultants or directors of the Series E Stock, Company or any of its subsidiaries whether or not pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other equity compensation agreement; (ii) shares securities issued pro rata to existing security holders pursuant to any stock dividend, stock split, combination or other reclassification by the Company of Common Stock issuable upon conversion any of Preferred Stock, its capital stock; (iii) securities offered issued in connection with transactions that are primarily debt financing transactions to which the Company and an unaffiliated third party may be a party and which are approved by the Board, including securities issued pursuant to a registration statement filed under the Actexercise of warrants, rights, options or other securities issued in connection therewith; (iv) securities issued as part of the sale of the Company, or in connection with the acquisition of another Person or any assets thereof by merger, purchase or otherwise; (v) securities issued pursuant to the acquisition fulfillment of another corporation by commitments made in the Company by merger, purchase of substantially all of the assets Subscription Agreements; or other reorganization, or in any transaction in which the Company’s stockholders immediately prior to such transaction own immediately after such transaction not less than 51% of the voting power of the surviving corporation or its parent, (v) up to 10,000,000 shares of capital stock and/or stock options issued to officers, employees, consultants or advisors pursuant to the Company’s stock option plans; (vi) securities issued upon the conversion, exchange or exercise of any securities that may be issued by the Company that provide for the conversion or exchange into or exercise for any other securities, where the Investors were granted preemptive rights pursuant to this Section 7 in connection with leases or bank financing arrangements or corporate partnering, licensing or similar transactions, provided that such transactions and the initial issuance of shares therein has been approved by the Board of Directors of the Companysuch convertible, (vii) any warrants, options exchangeable or rights (and any shares of Common Stock or Preferred Stock issued or issuable upon the exercise of such warrants, options or rights) to purchase shares of Common Stock or Preferred Stock that are outstanding as of the date of this Agreement, and (viii) securities issued in connection with any stock split, stock dividend or distribution, or recapitalization by the Company approved by the Company’s Board of Directorsexercisable security.