Exempted Issuances means: (A) Shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan; (B) up to 1,000,000 Shares (subject to proportionate adjustment for stock splits, stock dividends, stock combinations and similar events after the Issuance Date) issued or deemed to be issued pursuant to an equity award outside of an Approved Stock Plan to the first new chief executive officer hired by the Company after the date of the Financing Agreement, provided that such equity award is approved by the Board; (C) Shares issued or deemed to have been issued upon the conversion, exchange or exercise of any Option or Convertible Security outstanding on the date prior to the date of the Financing Agreement and set forth in Schedule 7.7 to the Financing Agreement, provided that the terms of such Option or Convertible Security are not amended or otherwise modified on or after the date of the Financing Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of Shares issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Financing Agreement; (D) Shares issued or deemed to have been issued by the Company upon conversion of the Notes; (E) Shares, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on Shares for which adjustment of the Conversion Price is fully made by Section 2(e)(i), 2(e)(ii) or 2(e)(iii); (F) Shares issued or deemed to be issued to an equipment lessor or other financial institution, or to a real property lessor, pursuant to an equipment leasing or real property leasing transaction approved by the Board, provided that the primary purpose or material result of such transaction is not to raise or obtain equity capital or cash; (G) Shares issued or deemed to be issued to a supplier or third party service provider as consideration for such supplier’s or provider’s provision of goods or services to the Company, pursuant to a transaction approved by the Board, provided that the primary purpose or material result of such transaction is not to raise or obtain equity capital or cash; (H) Shares issued or deemed to be issued in connection with a sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreement or strategic partnership, ...
Exempted Issuances means (A) Shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan, (B) Shares issued or deemed to have been issued upon the conversion, exchange or exercise of any Option or Convertible Security outstanding on the date prior to the Issuance Date and set forth in Schedule 3.1(g) to the Securities Purchase Agreement, provided that the terms of such Option or Convertible Security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified, except in accordance with its terms, and the number of Shares issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise), except in accordance with its terms, on or after the date of the Securities Purchase Agreement and (C) Shares issued or deemed to have been issued by the Company upon conversion of Class B Common Stock.
Exempted Issuances has the meaning specified in the definition of “New Securities” in the Amended XXX;
Examples of Exempted Issuances in a sentence
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The rights of first refusal established by this Section 4 shall have no application to any Equity Securities (a) that are Exempted Issuances (as defined in the Restated Certificate), (b) that are issued by the Company pursuant to the Purchase Agreement or (c) that are waived from the provisions of this Section 4 pursuant to Section 4.4 hereof.
If and whenever after the Effective Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (excluding Exempted Issuances (as defined below)), for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale (the “Applicable Price”), then immediately after such issuance or sale the Exercise Price then in effect shall be reduced to the New Issuance Price.
Notwithstanding any other provision of Section 4(e), no adjustment shall be made pursuant to Section 4(e) for Exempted Issuances.
For purposes of this Note, “New Shares” shall mean Additional Shares (as defined in the Charter as in effect on the date hereof) provided that Exempted Issuances (as contemplated in the definition of Additional Shares defined in the Charter as in effect on the date hereof) shall include Ordinary Shares (as defined in the Charter) issuable upon exercise or conversion of any securities of the Company outstanding as of the date hereof.
More Definitions of Exempted Issuances
Exempted Issuances means (I) shares of Common Stock issued or deemed to be issued by the Company pursuant to, and in accordance with the terms of, an Approved Stock Plan, provided that the Company does not (A) amend any Option to reduce its exercise price, (B) cancel any Option and re-grant an Option with a lower exercise price than the original exercise price of the cancelled Option, or (C) take any other action (whether in the form of an amendment, cancellation or replacement grant) that has the effect of repricing an Option, except pursuant to a proportional adjustment to the exercise price and number of shares issuable thereunder in accordance with such Approved Stock Plan to reflect a stock split dividend or stock combination with respect to the Common Stock; (II) shares of Common Stock issued or deemed to be issued by the Company upon the exercise of any Initial Officer Option, provided that the terms of such Initial Officer Option or security are not amended or otherwise modified on or after the Exchange Closing Date, and provided that the exercise price thereof is not reduced, adjusted or otherwise modified and the number of shares of Common Stock issuable thereunder is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the Exchange Closing Date, except pursuant to a proportional adjustment to the exercise price and number of shares issuable thereunder in accordance with the 2007 Option Plan to reflect a stock split dividend or stock combination with respect to the Common Stock; (III) shares of Common Stock issued or deemed to be issued by the Company upon exercise of this Warrant or (IV) shares of Common Stock issued to C.K. Cooper & Company (“CKC”) as compensation for services pursuant to the engagement letter dated July 25, 2007 between the Company and CKC.
Exempted Issuances means: (A) Shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan; (B) Shares issued or deemed to have been issued upon the conversion, exchange or exercise of any Option or Convertible Security outstanding on the date prior to the Issuance Date and set forth in Schedule 3(c) to the Securities Purchase Agreement, provided that the terms of such Option or Convertible Security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of Shares issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Securities Purchase Agreement; (C) Shares issued or deemed to have been issued pursuant to a Qualifying Issuance (as defined below), provided that the terms of the securities included in such Qualifying Issuance are not amended or otherwise modified on or after the date such Qualifying Issuance is consummated and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of Shares issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date such Qualifying Issuance is consummated; and (D) Shares issued or deemed to have been issued by the Company upon (i) conversion of the Notes or (ii) exercise of the Warrants, (iii) issuance or conversion of the senior secured convertible notes in an aggregate principal amount of $10,000,000 (as any of the same may be amended, restated, modified or supplemented and in effect from time to time, the “May 2005 Notes”), dated May 31, 2005, sold by the Company, pursuant to a Securities Purchase Agreement (as the same may be amended, restated, modified, or supplemented and in effect from time to time, the “May 2005 Agreement”), dated as of May 31, 2005, by and among the Company and the investors set forth therein (the “May 2005 Investors”), or (iv) issuance or exercise of any warrants (together with any warrants or other securities issued in exchange or substitution thereof or replacement thereof, and as any of the same may be amended, restated, modified, or supplemented and in effect from time to time) issued pursuant ...
Exempted Issuances means issuances by the Obligor or its subsidiaries of (1) shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”) issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions; (2) Common Stock Equivalents of the Company disclosed on the Disclosure Schedule attached hereto issued prior to, and outstanding on, the Initial Closing Date and Common Stock issuable on exercise or conversion of such Common Stock Equivalents, provided such Common Stock Equivalents are not materially amended after the Initial Closing Date; (3) securities to an entity which is not an “Affiliate” of the Company (as defined in Rule 144 of the Securities Act) as a component of any business relationship with such entity for the purpose of (x) joint venture, technology licensing, or development activities, (y) distribution, supply or manufacture of the Company’s products or services, or (z) any other arrangement involving corporate partners that are primarily for purposes other than to raise equity capital; (4) securities as consideration for a merger or consolidation or the acquisition of a business, product, license, or other assets of another person or entity which is not an “Affiliate” of the Company; (5) any issuance as a result of any stock split or stock dividend applicable to all holders of Common Stock; (6), Common Stock or Common Stock Equivalents issued for compensatory purposes pursuant to any of the Company's equity compensation plans, or as inducement grants to directors and officers in accordance with Section 4(k) of the Securities Purchase Agreement; (7) issuances of securities in connection with the transactions pursuant to or contemplated by the Solar Purchase Agreement or the CRE Merger Agreement; and (8) shares of Common Stock issued upon conversion of, or as interest or liquidated damages in respect of, Convertible Debentures, or upon exercise of the Warrants issued pursuant to the Securities Purchase Agreement.
Exempted Issuances shall have the meaning set forth in Section 7.1.
Exempted Issuances means: (A) Shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan; (B) Shares issued or deemed to have been issued upon the conversion, exchange or exercise of any Option or Convertible Security outstanding on the date prior to the Issuance Date and set forth in Schedule 3(c) to the Securities Purchase Agreement, provided that the terms of such Option or Convertible Security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement; and (C) Shares issued or deemed to have been issued by the Company upon conversion of the Notes or exercise of the Warrants.
Exempted Issuances means: (i) the issuance or grant of equity securities of the Company to officers or employees of the Company or any subsidiary thereof pursuant to any management equity rights plan or other equity-based employee benefits plan or arrangement that has been duly authorized by the Company's Board of Directors or a committee thereof; and (ii) the issuance of shares of Common Stock in connection with the conversion of the Notes or exercise of the Warrants.
Exempted Issuances means: (I) shares of Common Stock issued or deemed to be issued by the Company pursuant to any employee benefit plan which has been duly adopted and approved by the Company Board and shareholders of the Company, pursuant to which the Company's securities may be issued to employees, consultants, advisors, officers and/or directors (or any individual who has accepted an offer of employment) for services provided to the Company, provided that the number of such shares issued or deemed to be issued in any calendar year does not exceed 5% of the number of outstanding shares of Common Stock as of the end of the immediately preceding year; (II) shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security outstanding on the date immediately prior to the date of the Purchase Agreement and set forth in a Schedule to the Purchase Agreement, provided that the terms of such option, obligation or security are not amended or otherwise modified on or after the date of the Purchase Agreement in a manner that would reduce the exercise price thereof; or (III) shares of Common Stock issued or deemed to be issued by the Company upon exercise of the Warrants issued by Predecessor pursuant to the Purchase Agreement and assumed by the Company (provided that the terms of the Warrants are not amended or otherwise modified on or after the date of the Purchase Agreement in a manner that would reduce the exercise price thereof).