Excluded Securities

Example Definitions of "Excluded Securities"
Excluded Securities. Means any (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options granted after the date of this Note, but not such shares issuable upon exercise of such options granted before the date of this Note) after the date... hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 5.0% of the Common Stock issued and outstanding immediately prior to the date hereof and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder or extend the maturity date or expiration date of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes and (iv) any shares of Common Stock issued to the Holder or any of its affiliates. View More Arrow
Found in Stevia Corp contract
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Excluded Securities. Means any (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or consultants, endorsers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below), Plan, provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options granted after the date of this Note, but not such shares issuable upon exercise of such options granted before the date of this... Note) options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 5.0% 15% of the Common Stock issued and outstanding immediately prior to the date hereof and (B) the exercise price of any such options is not lowered, lowered after issuance by subsequent amendment thereof, none of such options are amended subsequent to issuance to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are subsequent to issuance otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities or contractual (other than standard options to purchase Common Stock or other equity incentive awards issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, lowered by subsequent amendment, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are subsequently amended to increase the number of shares issuable thereunder or extend the maturity date or expiration date of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes and Notes; (iv) any the shares of Common Stock issuable upon exercise of the SPA Warrants and (v) in connection with strategic alliances, acquisitions, mergers, and strategic partnerships, provided, that (A) the primary purpose of such issuance is not to raise capital as determined in good faith by the Company's board of directors, (B) the purchaser or acquirer of the securities in such issuance solely consists of either (x) the actual participants in such strategic alliance or strategic partnership, (y) the actual owners of such assets or securities acquired in such acquisition or merger or (z) the stockholders, partners or members of the foregoing Persons and (C) number or amount of securities issued to such Person by the Holder Company shall not be disproportionate to either (x) the fair market value of such Person's actual contribution to such strategic alliance or any strategic partnership or (y) the proportional ownership of its affiliates. such assets or securities to be acquired by the Company, as applicable. View More Arrow
Found in Fuse Science, Inc. contract
Excluded Securities. Means any (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options granted after the date of this Note, but not such shares issuable upon exercise of such options granted before the date of this Note) options) after the date... hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 5.0% 5% of the Common Stock issued and outstanding immediately prior to the date hereof and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder or extend the maturity date or expiration date of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the Shares (as defined in the Securities Purchase Agreement) and any other shares of Common Stock issuable pursuant to Section 2.2 of the Securities Purchase Agreement, (iv) the shares of Common Stock issuable upon conversion exercise of the Notes Warrants, (v) any securities issued in connection with strategic alliances, acquisitions, mergers, and strategic partnerships, provided, that (1) the primary purpose of such issuance is not to raise capital as determined in good faith by the Required Buyers (as defined in the Securities Purchase Agreement), (2) the purchaser or otherwise pursuant to the terms acquirer of the Notes securities in such issuance solely consists of either (x) the actual participants in such strategic alliance or strategic partnership, (y) the actual owners of such assets or securities acquired in such acquisition or merger or (z) the stockholders, partners or members of the foregoing Persons and (iv) any (3) the number or amount of securities issued to such Person by the Company shall not be disproportionate to such Person's actual participation in such strategic alliance or strategic partnership or ownership of such assets or securities to be acquired by the Company, as applicable and (vi) shares of Common Stock issued or issuable pursuant to a Senior Secured Credit Facility transaction entered into with reputable lender (to be agreed upon by the Holder or any of its affiliates. Company and the Buyers whose approval shall not be unreasonably withheld). View More Arrow
Found in American Standard Energy Corp. contract
Excluded Securities. Means any (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below), Plan, provided that (A) (1) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options granted options) after the date of this Note, but not such shares issuable upon exercise of such options granted before the date of this Note) after... the date hereof Subscription Date pursuant to this clause (i) (A) do not, in the aggregate, exceed more than 5.0% 1,500,000 shares of the Common Stock issued (adjusted for stock splits, stock combinations and outstanding immediately prior to other similar transactions occurring after the date hereof Subscription Date) and (B) (2) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Holder or any of the Buyers; holders of other Series A Warrants; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, Subscription Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Subscription Date, the conversion or exercise price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are (nor is any provision of any such Convertible Securities) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder or extend the maturity date or expiration date of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Holder or any of the Buyers; holders of Other Notes (as defined in the Notes); (iii) the Warrants (as defined in the Notes); (iv) the Warrant Shares (as defined in the Notes); (v) the shares of Series B Convertible Preferred Stock of the Company; (vi) the shares of Common Stock issuable upon conversion of shares of Series B Convertible Preferred Stock of the Company; (vii) the shares of Series C Convertible Preferred Stock of the Company; (viii) the shares of Common Stock issuable upon conversion of shares of Series C Convertible Preferred Stock of the Company; (ix) the Notes; (x) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes Notes; and (iv) any (xi) shares of Common Stock in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm's-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, (I) any Common Stock issued or issuable to raise capital for the Holder Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xi) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securities and (II) no securities issued by the Company to Alpha Capital Anstalt, Whalehaven Capital Fund, Ltd. or any of its affiliates. their affiliated or related Persons (including, without limitation, the Alpha-Whalehaven Notes (as defined in the Notes) and other securities issued by the Company to any of them prior to the Subscription Date) shall constitute Excluded Securities. 17 View More Arrow
Found in RADIENT PHARMACEUTICALS Corp contract
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Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion of the SPA Securities or the exercise of the SPA Warrants; (iii) in connection with the payment of any Interest Shares on the SPA Securities; and (iv) upon exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed... on or after the Subscription Date. View More Arrow
Found in STINGER SYSTEMS, INC contract
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Excluded Securities. Means any shares of Common Stock issued or issuable: issuable, or deemed issued or issuable pursuant to Section 2(a): (i) in connection with any Approved Stock Plan; Plan, (ii) upon conversion of the SPA Securities or the exercise of the SPA Warrants; provided, that the terms of such Warrants are not amended, modified or changed on or after the Subscription Date and (iii) in connection with the payment of any Interest Shares on the SPA Securities; and (iv) upon conversion, exercise or exchange... of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided Date; provided, that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date. View More Arrow
Found in Isoray, Inc. contract
Excluded Securities. Means any Any Common Stock issued or issuable: (i) issuable or deemed to be issued in accordance with Section 2(a) hereof by the Company: (A) in connection with any Approved Stock Plan; (ii) (B) upon conversion of the SPA Securities or upon the exercise of the SPA Warrants; (iii) in connection with the payment of any Interest Shares on the SPA Securities; and (iv) (C) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the day immediately... preceding the Subscription Date, provided that such issuance of Common Stock upon exercise of such Options or Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on the date immediately preceding the Subscription Date and such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date. Date; (D) in connection with any stock split, stock dividend, recapitalization or similar transaction by the Company for which adjustment is made pursuant to Section 2(b); and (E) in connection with mergers, acquisitions, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm's-length basis, the primary purpose of which is not to raise additional capital View More Arrow
Found in China XD Plastics Co Ltd contract
Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion of the SPA Securities or the exercise of the SPA Warrants; (iii) in connection with any stock split, stock dividend, recapitalization or similar transaction by the payment of any Interest Shares on the SPA Securities; Company for which adjustment is made pursuant to Section 2(b); and (iv) upon exercise of any Options or Convertible Securities which are outstanding on the day... immediately preceding the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date. View More Arrow
Found in China Intelligence Information Systems Inc. contract
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Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the Warrants; (iii) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $50,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); (iv) in connection with any acquisition by the Company, whether through an... acquisition of stock or a merger of any business, assets or technologies the primary purpose of which is not to raise equity capital; (v) in connection with any other strategic transaction or alliance the primary purpose of which is not to raise equity capital; and (vii) upon conversion or exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the conversion or exercise price of such Options or Convertible Securities is not amended, modified or changed on or after the Subscription Date. View More Arrow
Found in APOLLO RESOURCES INTERNATIONAL INC contract
Excluded Securities. Means any Any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the Warrants; (iii) to a non-financial institution in connection with a license agreement, joint venture, development agreement or strategic partnership, the primary purpose of which is not to raise equity capital; (iv) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in... excess of $50,000,000 $30,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); (iv) (v) in connection with any acquisition by the Company, whether through an acquisition of stock or a merger of any business, assets or technologies the primary purpose of which is not to raise equity capital; (v) capital in connection with any other strategic transaction or alliance the primary purpose of which is an amount not to raise equity capital; exceed, in the aggregate, 25% of the outstanding shares of Common Stock in any calendar year; and (vii) (vi) upon conversion or exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the conversion or exercise price terms of such Options or Convertible Securities is are not amended, modified or changed on or after the Subscription Date. Date View More Arrow
Found in True Nature Holding, Inc. contract
Excluded Securities. Means any Common Stock Stock, Options or Convertible Securities, stock appreciation rights or other rights with equity features issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon the exercise of the Warrants; (iii) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the date of closing of the transactions contemplated by the Securities Purchase Agreement, provided that the terms of such Options or Convertible... Securities are not amended, modified or changed on or after the Subscription Date; (iv) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $50,000,000 $10,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); (iv) or equity lines); or (v) in connection with any acquisition by the Company, (including strategic acquisitions or strategic transactions), whether through an acquisition of stock shares or a merger of any business, assets or technologies technologies, the primary purpose of which is not to raise equity capital; (v) in connection with any other strategic transaction or alliance the primary purpose of which is not to raise equity capital; and (vii) upon conversion or exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the conversion or exercise price of such Options or Convertible Securities is not amended, modified or changed on or after the Subscription Date. capital. View More Arrow
Found in Summit Global Logistics, Inc. contract
Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the Warrants; (iii) to a non-financial institution in connection with a license agreement, joint venture, development agreement or strategic partnership, the primary purpose of which is not to raise equity capital; (iv) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess... of $50,000,000 $30,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); (iv) (v) in connection with any acquisition by the Company, whether through an acquisition of stock or a merger of any business, assets or technologies the primary purpose of which is not to raise equity capital; (v) capital in connection with any other strategic transaction or alliance the primary purpose of which is an amount not to raise equity capital; exceed, in the aggregate, 25% of the outstanding shares of Common Stock in any calendar year; and (vii) (vi) upon -13- conversion or exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the conversion or exercise price terms of such Options or Convertible Securities is are not amended, modified or changed on or after the Subscription Date. View More Arrow
Found in G-III Apparel Group, Ltd. contract
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Excluded Securities. Means any shares of Class A Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the SPA Warrants; (iii) upon conversion of the SPA Securities; (iv) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $35,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); and (v)... upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date. View More Arrow
Found in WET SEAL INC contract
Excluded Securities. Means any shares of Class A Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the SPA Warrants; (iii) upon conversion of the SPA Securities; (iv) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $35,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); and (v)... upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Original Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Original Date. View More Arrow
Found in WET SEAL INC contract
Excluded Securities. Means any shares of Class A Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the SPA Warrants; (iii) upon conversion of the SPA Securities; (iv) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $35,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); and (v)... upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Original Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Original Date. View More Arrow
Found in WET SEAL INC contract
Excluded Securities. Means any shares of Class A Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the SPA Warrants; (iii) upon conversion of the SPA Securities; (iv) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $35,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); and (v)... upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Original Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Original Date. View More Arrow
Found in WET SEAL INC contract
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Excluded Securities. Means any shares of Common Stock issued or issuable (i) in connection with one or more strategic partnerships or joint ventures in which there is a significant commercial relationship with the Company, in an amount not to exceed, in the aggregate, gross proceeds to the Company of $10,000,000 or an aggregate of 5,000,000 shares of Common Stock, (ii) in connection with any acquisition by the Company, whether through an acquisition for stock or a merger, of any business, assets or technologies the... primary purpose of which is not to raise equity capital, in an amount not to exceed, in the aggregate, 19.99% of the total outstanding shares of Common Stock in any calendar year, (iii) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $22,500,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines") and (iv) upon conversion of any Options or Convertible Securities which are outstanding under any stock option plan of the Company on the day immediately preceding the Initial Issuance Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Initial Issuance Date. View More Arrow
Found in ENLIVEN MARKETING TECHNOLOGIES CORP contract
Excluded Securities. Means any Any shares of Common Stock issued or issuable (i) in connection with one or more strategic partnerships or joint ventures in which there is a significant commercial relationship with the Company, Company and in which the primary purpose of which is not to raise capital, in an amount not to exceed, in the aggregate, gross proceeds to the Company of $10,000,000 $20,000,000 or an aggregate of 5,000,000 shares of Common Stock, 10,000,000 shares, (ii) in connection with any acquisition by... the Company, whether through an acquisition for stock or a merger, of any business, assets or technologies the primary purpose of which is not to raise equity capital, in an amount not to exceed, in the aggregate, 19.99% of the total outstanding shares of Common Stock in any calendar year, (iii) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $22,500,000 $45,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines") and (iv) (iii) upon conversion of any Options or Convertible Securities which are outstanding under any stock option plan of the Company on the day immediately preceding the Initial Issuance Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Initial Issuance Date. View More Arrow
Found in Aphton CORP contract
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Excluded Securities. Means (i) securities that are allocated by Wit Group for offering or sale to the Accounts and (ii) securities that are allocated by Wit Group for offering or sale to employees, directors and Affiliates of Wit Group.
Found in SOUNDVIEW TECHNOLOGY GROUP INC contract
Excluded Securities. Means (i) securities that are allocated by Wit Group for offering or sale to the Accounts and (ii) securities that are allocated by Wit Group for offering or sale to employees, directors and Affiliates of Wit Group.
Found in SOUNDVIEW TECHNOLOGY GROUP INC contract
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Excluded Securities. Means any shares of Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion, redemption or exchange of the subordinated indebtedness or warrants issued pursuant to the Securities Purchase Documents (including any shares of Common Stock issued as an interest payment pursuant to the Securities Purchase Documents); (iii) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross... proceeds to the Company in excess of $25,000,000 (other than an "at-the-market offering" as defined in Rule 14 415(a)(4) under the 1933 Act and "equity lines"); (iv) upon conversion of any convertible security outstanding on the Subscription Date so long as the terms of such securities are not thereafter amended, modified or changed; (v) to employees, directors or consultants in the ordinary course of business in consideration for services provided to the Company (to the extent the value of the securities are based on fair market value as based on the Closing Sales Price on the date of issuance) in an amount not to exceed an aggregate of 200,000 shares in any twelve (12) month period; and (vi) upon the issuance or conversion of any security listed on Schedule A attached hereto. View More Arrow
Found in ARTISTDIRECT INC contract
Excluded Securities. Means any shares of Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion, redemption or exchange of the subordinated indebtedness or warrants issued pursuant to the Securities Purchase Documents on the Issuance Date (including any shares of Common Stock issued as an interest payment pursuant to the Securities Purchase Documents); (iii) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter... which generates gross proceeds to the Company in excess of $25,000,000 (other than an "at-the-market offering" as defined in Rule 14 415(a)(4) under the 1933 Act and "equity lines"); (iv) upon conversion of any convertible security outstanding on the Subscription Issuance Date so long as the terms of such securities are not thereafter amended, modified or changed; (v) to employees, directors or consultants in the ordinary course of business in consideration for services provided to the Company (to the extent the value of the securities are based on fair market value as based on the Closing Sales Price on the date of issuance) in an amount not to exceed an aggregate of 200,000 shares in any twelve (12) month period; period and (vi) upon the issuance or conversion of any security listed issued by the Company that is contemplated on Schedule A attached hereto. the capitalization table provided to the Holder on the Issuance Date. View More Arrow
Found in ARTISTDIRECT INC contract
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Excluded Securities. Means any Common Shares issued or issuable or deemed to be issued in accordance with Section 2(a) hereof by the Company: (i) under any Approved Stock Plan, (ii) upon exercise of any SPA Warrants, any Series B Warrants and any Pre-funded Warrants, in each case, issued pursuant to the Securities Purchase Agreement; provided, that the terms of such SPA Warrants, Series B Warrants and Pre-funded Warrants are not amended, modified or changed on or after the Subscription Date, (iii) upon conversion,... exercise or exchange of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date; provided, that such issuance of Common Shares upon exercise of such Options or Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on the date immediately preceding the Subscription Date and such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date (iv) upon a dividend or distribution to all holders of Common Shares (including pursuant to a rights plan) or (v) upon a stock split, reverse stock split, distribution of bonus shares, combination or other recapitalization events. View More Arrow
Found in Nubia Brand International Corp. contract
Excluded Securities. Means any Common Shares Stock issued or issuable or deemed to be issued in accordance with Section 2(a) hereof by the Company: (i) under any Approved Stock Plan, (ii) upon exercise of any SPA Warrants, any Series B Common Warrants and any Pre-funded Warrants, in each case, issued pursuant to the Securities Purchase Agreement; provided, that the terms of such SPA Warrants, Series B Common Warrants and Pre-funded Warrants are not amended, modified or changed on or after the Subscription Date,... (iii) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date; provided, that such issuance of Common Shares Stock upon exercise of such Options or Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on the date immediately preceding the Subscription Date and such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date Date, (iv) upon a dividend or distribution to all holders of Common Shares Stock (including pursuant to a rights plan) or plan), (v) upon a stock split, reverse stock split, distribution of bonus shares, shares of capital stock, combination or other recapitalization events. events, or (vi) pursuant to the Standby Equity Distribution Agreement entered into by the Company on December 22, 2023. View More Arrow
Found in Save Foods Inc. contract
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Excluded Securities. Any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant to Section 2(a): (i) in connection with any Approved Stock Plan, (ii) upon exercise of this Warrant, (iii) upon conversion, exercise or exchange of any Options or Convertible Securities (as any adjustment will be made at the time of issuance or amendment of such Options or Convertible Securities pursuant to Section 2(a) or 2(b)); and (iv) as consideration in connection with the acquisition of all or a... controlling interest in another business (whether by merger, purchase of stock or assets or otherwise) if such issuance is approved by the Board. View More Arrow
Found in QUANTUM CORP contract
Excluded Securities. Any Means any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant to Section 2(a): (i) in connection with any Approved Stock Plan, (ii) upon exercise of this Warrant, the Warrants, (iii) upon conversion, exercise or exchange of any Options or Convertible Securities (as any adjustment will be made at the time of issuance or amendment of such Options or Convertible Securities pursuant to Section 2(a) or 2(b)); 2(b) hereof); and (iv) as consideration in connection with... the acquisition of all or a controlling interest in another business (whether by merger, purchase of stock or assets or otherwise) if such issuance is approved by the Board. board of directors of the Company. View More Arrow
Found in QUANTUM CORP contract
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Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the Warrants; (iii) pursuant to a bona fide "best efforts" or firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $25,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); (iv) upon conversion of any Options or Convertible... Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date; (v) in connection with acquisitions or strategic investments (including, without limitation, any licensing or distribution arrangements) unanimously approved by the Board of Directors of the Company; or (vi) securities in amounts that are not material issued to commercial banks or financial institutions, the primary business of which is not making equity-related loans) or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the issuance of such securities. View More Arrow
Found in uVuMobile, Inc contract
Excluded Securities. Means any Any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the Warrants; (iii) pursuant to a bona fide "best efforts" or firm commitment underwritten public offering with a nationally recognized underwriter which that generates gross proceeds to the Company in excess of $25,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines"); (iv) upon conversion of any Options or... Convertible Securities which that are outstanding on the day immediately preceding the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date; (v) in connection with acquisitions any acquisition, merger, joint venture or strategic investments (including, without limitation, any licensing or distribution arrangements) unanimously investment that has been approved by the Board of Directors of the Company; or (vi) securities in amounts that are not material issued to commercial banks or financial institutions, the primary business of which is not making equity-related loans) loans; or (vii) securities issued to lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where transactions or to independent contractors or vendors of the principal consideration for such transaction is not the issuance of such securities. Company in connection with bona fide business transactions. View More Arrow
Found in NORTHERN OIL & GAS, INC. contract
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