Excluded Securities

Excluded Securities. Means (i) any shares of Common Stock, options, warrants or convertible securities issued or issuable in connection with (A) any equity compensation plan of the Company as in effect on the date hereof or (B) any Restructuring Transaction, or (ii) any other securities outstanding as of the Effective Date.

Excluded Securities. Shall mean Registrable Securities that are free of restriction on resale under the Securities Act (by removal of all restrictive legends, instructions to transfer agent or otherwise) pursuant to Rule 144(k).

Excluded Securities. Shall mean any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan to the extent such Common Stock would not result in a Dilutive Issuance; (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) to strategic suppliers to the Company (as determined in good faith by the Board of Directors of the Company) other than issuances to those persons disclosed (the "Disclosed Persons") in writing to the Holder prior to the Closing Date, provided that the consideration received by the Company consist of all cash and such consideration received per Common Stock is not less than 95.0% of the arithmetic average of the daily VWAP during the 30 consecutive Trading Days prior to such issuance; and (v) upon exercise of any Options or Convertible Securities which are outstanding 3 on the day immediately preceding the date hereof, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the date hereof. View More

Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) pursuant to a bona fide firm commitment underwritten public offering at a price per share of Common Stock not less than the Conversion Price in effect at the time of such offering with a nationally recognized underwriter which generates net proceeds to the Company of at least $20,000,000 (other than an "at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines") (iii)... 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 in an amount not to exceed, in the aggregate twenty percent (20%) of the outstanding shares of Common Stock in any twelve (12) month period; and (iv) upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the date hereof, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the date hereof. FORM OF WARRANT 14 View More

Excluded Securities. Means shares, rights, options, warrants and convertible or exchangeable securities, issued or issuable (a) in any of the transactions with respect to which an adjustment of the Warrant Price is provided pursuant to Sections 5.1 through 5.3 hereof, (b) pursuant to the Purchase Agreement or in connection therewith, including, the Units, the Notes (the guarantees endorsed thereon), the Warrants and the Initial Purchaser's Warrants, (c) upon conversion of the Notes or exercise of the Warrants or... the Initial Purchaser's Warrants, and (d) to directors and employees (including officers) pursuant to stock option and incentive plans of the Company existing as of the Issue Date. View More

Excluded Securities. Means any Common Shares issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon the exercise of the SPA Warrants; (iii) warrants issued by the Company to the Placement Agent (as defined in the Securities Purchase Agreement) or (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 $10,000,000 (other than an "at-the-market offering" as defined in Rule... 415(a)(4) under the 1933 Act) or equity lines. View More

Excluded Securities. Means any shares of Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion of the Notes and the Other Notes; and (iii) upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Issuance Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Issuance Date.

Excluded Securities. Means each of the following: (a) Common Stock issued pursuant to a duly authorized resolution of the Issuer's Board of Directors approving such issuance, the issuance of which has been expressly approved by any director of the Issuer designated by Investor; (b) Common Stock issuable upon the exercise of Options issued pursuant to a duly authorized resolution of the Issuer's Board of Directors or the Compensation Committee of the Issuer's Board of Directors approving such... issuance, the issuance of which has been expressly approved by any director of the Issuer designated by Investor, or Common Stock issuable upon the exercise of Options issued pursuant to the Issuer's employee stock option plan or other employee, board, or consultant incentive plans or agreements approved by the Issuer's Board of Directors or the Compensation Committee of the Issuer's Board of Directors; (c) Common Stock issuable upon the conversion of Convertible Securities outstanding as of the Issuance Date or Convertible Securities issued pursuant to a duly authorized resolution of the Issuer's Board of Directors approving such issuance, the issuance of which has been expressly approved by any director of the Issuer designated by Investor; 13 (d) Common Stock issuable in connection with any business combination by the Company to the extent such combination and issuance in connection therewith are authorized pursuant to a duly authorized resolution of the Issuer's Board of Directors; (e) Common Stock issued or issuable to the Holder upon exercise of this Warrant or on the Issuance Date; and (f) Anti-Dilution Shares to the extent the issuance thereof, together with the issuance of Anti-Dilution Shares pursuant to purchase agreements substantially similar to the Purchase Agreement entered into on the date of the Purchase Agreement by the Company and other third party purchasers, would result in the issuance of more than 19.9% of the number of shares of Common Stock outstanding on the date of the Purchase Agreement, unless the Stockholder Approval shall have been obtained. For the avoidance of doubt, clause (f) above shall cease to be effective upon the Company obtaining Stockholder Approval. View More

Excluded Securities. Means each of the following: (a) Except for purposes of Section 2.4, Common Stock issued or issuable pursuant to any stock split, dividend or distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder 16 Exhibit 4.21 thereof to receive directly or... indirectly, additional shares of Common Stock without payment of any consideration by such holder, including Common Stock issued or issuable with respect to the Series B Preferred Stock or Series C Preferred Stock; (b) Common Stock issued or issuable upon the exercise of any options or warrants to purchase Common Stock outstanding on the date of the Main Agreement or upon conversion of any securities convertible into Common Stock outstanding on the date of the Main Agreement, in each case in accordance with the terms of such options, warrants or securities in effect on the date of the Main Agreement; (c) Common Stock, Options or Convertible Securities issued or issuable consistent with past practice to employees, consultants or directors of Issuer directly or pursuant to a stock option plan, employee stock purchase plan or restricted stock plan, or other similar arrangements related to compensation for services in effect on the date of the Main Agreement, or similar plans or arrangements, consistent with past practice, approved by Issuer's Board of Directors and, when required by law, its shareholders after the date of the Main Agreement; (d) Common Stock, Options or Convertible Securities issued or issuable in connection with any debt financing transaction; provided that (i) the number of shares of Common Stock (including shares of Common Stock issuable upon exercise, conversion, redemption or otherwise under such Options and Convertible Securities) shall not, when aggregated with all other shares of Common Stock (including shares of Common Stock issuable upon exercise, conversion, redemption or otherwise under such Options and Convertible Securities) issued under this subsection (d), exceed 2,428,261, subject to appropriate adjustment for stock splits, stock dividends, stock distributions, reverse stock splits, and similar transactions, and (ii) the value of the Common Stock (including shares of Common Stock issuable upon exercise, conversion, redemption or otherwise under such Options and Convertible Securities) issued in each such transaction, determined as if each such share of Common Stock has a value equal to the Daily Market Price as of the date such transaction is consummated, shall not exceed ten percent (10%) of the value of the non-equity portion of such transaction; and (e) Common Stock issued or issuable upon exercise of this Warrant. View More

Excluded Securities. Shall have the meaning set forth in the Certificate of Designations.