Dilutive Issuance

Dilutive Issuance. Any issuance of Common Stock or Common Stock Equivalents described in Section 2(b) above; provided, however, that a Dilutive Issuance shall not include any Exempt Issuance.

Dilutive Issuance. An event following the EFFECTIVE DATE in which LICENSEE issues Common Stock or securities convertible into or exercisable for shares of Common Stock of LICENSEE in exchange for cash, property, services or other valuable consideration; provided, however, that the following issuances of Common Stock or securities convertible into or exercisable for shares of Common Stock of LICENSEE are explicitly excluded from this definition: (a) the issuance of 250,000 shares of Series A Convertible Preferred... Stock and warrants exercisable for up to 250,000 shares of Series AA Convertible Preferred Stock to Polaris Venture Partners, L.P. and its affiliates pursuant to a certain Series A Convertible Preferred Stock and Warrant Purchase Agreement; (b) issuances of shares of Common Stock upon the conversion of then outstanding shares of LICENSEE'S preferred stock unless, and to the extent that, each share of preferred stock can be exchanged for more than one share of Common Stock (including, for the purposes of such calculation, fractional shares), (c) issuances of shares of Common Stock pursuant to Section 4.1 b. of this Agreement, (d) issuances to officers, directors or employees of, or consultants to LICENSEE for compensation purposes, and (e) issuances in connection with a sale of LICENSEE'S capital stock through the public markets. View More

Dilutive Issuance. The sale or grant by the Company or any Subsidiary thereof of any option to purchase or sale or grant of any right to reprice, or otherwise dispose of or issuance (or announcement of any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective selling price per share that is lower than the the then exercise price of the Warrant

Dilutive Issuance. The meaning described in Section 2(b) above; provided, however, that a Dilutive Issuance shall not include any Exempt Issuance.