No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 6 shall not apply to any Common Shares issued, issuable or deemed outstanding under subparagraphs 6.1(a)(1) to (8) inclusive: (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees, consultants or directors of the Company or its subsidiaries in effect on the date hereof or hereafter adopted by the Board of Directors of the Company, or (ii) pursuant to options, warrants and conversion rights in existence on the date hereof, including the Convertible Shares.
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 3 shall not apply to any Common Stock issued, issuable or deemed outstanding under subparagraphs 3.1(1) to (9) inclusive: (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees, consultants or directors of the Company or its subsidiaries or (ii) pursuant to options, warrants and conversion rights in existence on the date of issuance hereof.
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 3 shall not apply to any Common Stock issued, issuable or deemed outstanding:
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Paragraph 3 shall not apply to the following shares of Common Stock issued, issuable or deemed outstanding under subparagraphs 3.1(1) to (9) inclusive: (i) shares of Common Stock issued or issuable upon (A) conversion of (x) the Company's notes (the "Notes") (and including any cash payment for Excess Shares (as such term is defined in the Notes)), (y) the Company's Series A Convertible Preferred Stock (the "Series A Preferred Stock") or (z) the Company's Series B Convertible Preferred Stock (the "Series B Preferred Stock"), and (B) the exercise of these Warrants, in each case issued or issuable under the Securities Purchase Agreement dated as of February 12, 2003 between the Company and Warburg (the "Purchase Agreement"), (ii) other warrants to purchase Common Stock issued or issuable to the Holder pursuant to the Purchase Agreement and the Common Stock issuable upon exercise thereof, (iii) warrants issued to lenders of non-convertible debt and the Common Stock issuable upon exercise thereof; provided such warrants do not exceed, in the aggregate, 5% of the issued and outstanding shares of Common Stock and the terms thereof have been approved by the Board of Directors, (iv) shares of Common Stock issued as consideration for bona fide acquisitions, mergers, joint ventures or similar transactions, provided that the terms thereof are approved by the Board of Directors, (v) shares of Common Stock issued or issuable pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees, directors or consultants of the Company or its subsidiaries, duly adopted by the Board of Directors and (vi) shares of Common Stock issued in a bona fide underwritten public offering underwritten by a nationally recognized investment bank pursuant to an effective registration under the Securities Act of 1933, as amended, or any similar statute then in force.
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 11 shall not apply to any Common Stock issued, issuable or deemed outstanding under Sections 11(a)(1) through (9): (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees, consultants or directors of the Company or its subsidiaries in any amount approved by the Board of Directors, or (ii) pursuant to options, warrants and conversion rights in existence on the date of issuance of this Warrant.
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 3 shall not apply to any Common Stock issued, issuable or deemed outstanding under subparagraphs 3.1(1) to (9) inclusive: (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees, consultants or directors of the Company or its subsidiaries in effect on the date of issuance hereof or thereafter adopted by the Board of Directors, or (ii) pursuant to Options, Warrants and conversion rights in existence on the date of issuance hereof or (iii) upon conversion of the Convertible Preferred Stock or (iv) the sale of any additional shares of Convertible Preferred Stock.
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 3 shall not apply to any Common Stock issued, issuable or deemed outstanding under subparagraphs 3.1(1) to (8) inclusive in respect of: (i) options issued under any Approved Plan as such term is defined in the Company's Certificate of Incorporation or if not so defined therein as defined in that certain Securities Purchase Agreement, dated as of July 30, 2001, by and among the Holder, Landmark Ventures VII, LLC, the Company and xxxxxxxxxxx.xxx inc. (the "Securities Purchase Agreement") (provided that when determining whether there are any options remaining for issuance under an Approved Plan, all shares issued and outstanding under such Approved Plan regardless of exercise price must be considered in such calculation), (ii) Options, Convertible Securities and conversion rights in existence on the date hereof, (iii) conversion of the Series B Preferred Stock, the Series C Preferred Stock or this Warrant, (iv) any issuance of additional shares of Series B Preferred Stock as a dividend, and (v) any issuance of additional shares of Series B Preferred Stock in accordance with Section 2.4 of the Securities Purchase Agreement.
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 5 shall not apply to any Common Stock issued, issuable or deemed outstanding under Sections 5.2 to 5.7 inclusive: (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees, consultants or directors of the Company or its subsidiaries in effect on the date of issuance hereof or (ii) pursuant to options, warrants and conversion rights in existence on the date of issuance hereof.
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 3 shall not apply to any Common Stock issued, issuable or deemed outstanding under subparagraphs 3.1(1) to (9) inclusive: (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees, consultants or directors of the Company or its subsidiaries in effect on the date of issuance hereof, (ii) pursuant to options, warrants and conversion rights in existence on the date of issuance hereof, (iii) pursuant to the Investment Agreement or (iv) pursuant to a firm commitment underwritten registered offering under the 1933 Act.
No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions of this Section 7 shall not apply to any Common Stock issued or issuable: (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees, consultants, suppliers, vendors or directors of the Company or its subsidiaries (provided, that such issuances shall not exceed 5% of the Company's outstanding equity, and, to the extent that such issuances do exceed 5% of the Company's outstanding equity, the adjustment provisions of this Section 7 shall apply only to those issuances in excess thereof), or (ii) pursuant to options, warrants and conversion rights in existence on the date of issuance hereof.
