Stock and Option Agreements. Without the prior written consent or vote of the holders of two-thirds of the then-outstanding Preferred Stock, calculated in accordance with Section A.6(a) of Article III of the Certificate (including in such calculation any outstanding Restricted Shares held by such holders), the Corporation shall not issue any shares of Common Stock or options, warrants or other rights to acquire Common Stock or other securities of the Corporation to any employee, officer, director, consultant, independent contractor or other person or entity except for Excluded Securities.
Stock and Option Agreements. Without the prior written consent or vote of the holders of shares representing a majority of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, each determined in accordance with Section A.6(a) of Article 3 of the Certificate (including, in such calculation, any outstanding Restricted Shares held by such holders), the Corporation shall not issue any shares of Common Stock or options, warrants or other rights to acquire Common Stock or other securities of the Corporation to any employee, officer, director, consultant, independent contractor or other person or entity except for (i) Excluded Securities or (ii) pursuant to an Approved Plan.
Stock and Option Agreements. Without the prior written consent or vote of the Investors holding a majority of the then outstanding shares of Preferred Stock held by Investors, determined in accordance with Article III, Section A.6(a) of the Certificate (including, in such calculation, any outstanding Restricted Shares held by such Investors), the Corporation shall not (i) issue any shares of Common Stock or options, warrants or other rights to acquire Common Stock or other securities of the Corporation to any employee, officer, director, consultant, independent contractor or other person or entity except for Excluded Securities, (ii) grant any stock options with a per share exercise price that is less than the fair market value of such shares of stock, or (iii) make any restricted stock awards at a per share purchase price that is less than the fair market value of the restricted stock, such fair market value in the foregoing subsection (ii) and in this subsection (iii) to be determined by the Board.
Stock and Option Agreements. Without the prior written consent or vote of the holders of shares representing a majority of the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock then outstanding voting together as a single class, each determined in accordance with Section A.5(a) of Article III of the Certificate, the Corporation shall not issue any shares of Common Stock or options, warrants or other rights to acquire Common Stock or other securities of the Corporation to any employee, officer, director, consultant, independent contractor or other person or entity except for (i) Excluded Securities or (ii) pursuant to an Approved Plan. (c)
Stock and Option Agreements. The Company will not issue Common Stock or stock options to its officers, directors, employees or others who render services to the Company except (A) pursuant to the Company's Employee, Director and Consultant Stock Option Plan in an aggregate amount not exceeding 5,125,000 shares of Common Stock (including all previously issued options) or such greater number of shares of Common Stock as approved by the Board of Directors, or (B) pursuant to any other stock option plan approved by the Board of Directors. The Company will not amend or modify the Company's Employee, Director and Consultant Stock Option Plan, or otherwise enact a new stock option plan without the approval of the Board of Directors.
Stock and Option Agreements. The Company will not issue Common Stock or stock options to its officers, directors, employees or others who render services to the Company except (A) pursuant to the 1998 Employee, Director and Consultant Stock Option Plan in an aggregate amount not exceeding 9,500,000 shares of Common Stock or such greater number of shares of Common Stock as approved by the Board of Directors, including a majority of the Preferred Stock Directors, or (B) pursuant to any other stock option plan approved by the Board of Directors, including a majority of the Preferred Stock Directors; provided, however, that the negative covenants of this Section 7.12 shall not apply to options granted to Xxxx X. Xxxxxx, M.D. pursuant to a Consulting Agreement dated as of April 1, 1998, as heretofore amended, by and between the Company and Xx. Xxxx X. Kandel, provided further, that such options issued to Xxxx X. Xxxxxx have an exercise price approved by the Board of Directors, including a majority of the Preferred Stock Directors. The Company will not amend or modify the 1998 Employee, Director and Consultant Stock Option Plan, or otherwise enact a new stock option plan without the approval of the Board of Directors, including a majority of the Preferred Stock Directors. For purposes of this Section 7.12, in each case where reference to a majority of the Preferred Stock Directors is made, such majority shall include the Series D Director.
Stock and Option Agreements. Without the prior written consent or vote of the holders of 66 2/3% of the combined voting power of the Series A Preferred Stock, the Series B Preferred Stock, the Series D Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock then outstanding, voting together as one class (which voting power shall be determined, in the case of the Series A Preferred Stock, in accordance with Section A.6(a) of Article III of the Certificate, in the case of the Series B Preferred Stock, in accordance with Section B.6(a) of Article III of the Certificate, in the case of the Series D Preferred Stock, in accordance with Section D.6(a) of Article III of the Certificate, in the case of the Series F Preferred Stock, in accordance with Section F.6(a) of Article III of the Certificate, in the case of the Series G Preferred Stock, in accordance with Section G.6(a) of Article III of the Certificate and, in each case, by including any outstanding Restricted Shares held by such holders), the Corporation shall not issue any shares of Common Stock or options (except for those options outstanding on the date hereof), warrants or other rights to acquire Common Stock or other securities of the Corporation to any employee, officer, director, consultant, independent contractor or other person or entity, except for Excluded Securities or pursuant to a written agreement providing for the vesting of the shares and subjecting such shares to restrictions on transfers and rights of first offer in favor of the Corporation that have been approved in form and in substance by the holders of 66 2/3% of the combined voting power of the Series A Preferred Stock, the Series B Preferred Stock, the Series D Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock then outstanding, voting together as one class (which voting power shall be determined, in the case of the Series A Preferred Stock, in accordance with Section A.6(a) of Article III of the Certificate, in the case of the Series B Preferred Stock, in accordance with Section B.6(a) of Article III of the Certificate, in the case of the Series D Preferred Stock, in accordance with Section D.6(a) of Article III of the Certificate, in the case of the Series F Preferred Stock, in accordance with Section F.6(a) of Article III of the Certificate, in the case of the Series G Preferred Stock, in accordance with Section G.6(a) of Article III of the Certificate and, in each case, by including any outstanding Restric...
Stock and Option Agreements. Without the prior written consent or vote of the holders of a majority of the then outstanding Preferred Stock, voting together as a single class, on a Converted Basis, the Corporation shall not issue any shares of Common Stock or options, warrants or other rights to acquire Common Stock or other securities of the Corporation to any employee, officer, director, consultant, independent contractor or other person or entity except for Excluded Securities.
