Excluded Securities

Excluded Securities. The meaning given to it in the Securities Purchase Agreement

Excluded Securities. The meaning ascribed to such term in the SPA Securities

Excluded Securities. Any shares of Common Stock issued or issuable: (i) in connection with any Approved Stock Plan or any dividend reinvestment 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); (iv) upon the conversion of or pursuant to the terms of the Company's outstanding convertible notes; provided that the terms of such convertible notes are not amended, modified or changed on or after the... Subscription Date; (v) in connection with any adjustment of any outstanding security (including without limitation the SPA Warrants) pursuant to any antidilution or similar adjustment, provided that the terms of such security are not amended, modified or changed on or after the Subscription Date; (vi) in connection with a Strategic Acquisition; or (vii) 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) or equity lines. View More

Excluded Securities. (i) securities issued as a result of any stock split, stock dividend or reclassification of Common Stock or Preferred Stock, distributable on a pro rata basis to all holders of Common Stock or Preferred Stock; (ii) securities issued pursuant to a stock option plan, deferred compensation plan, or other compensation arrangement approved by the Board of Directors of Payor to consultants (as defined in the Payor's Equity Incentive Plan), employees or directors of the Payor in existence as of the... date hereof; and (iii) securities issued pursuant to a transaction that Payor has described to the Holder in reasonable detail prior to entering into same and as to which the Holder has provided its prior written consent (which consent may be withheld in the discretion of the Holder). View More

Excluded Securities. Any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon the exercise of the Warrants; (iii) in connection with any strategic acquisition or transaction 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; (iv) upon warrants (exercisable for not more than 500,000 shares in the aggregate) issued to a bank or other financial institution in... connection with a bona fide non-convertible loan, equipment leasing or indebtedness transaction and (v) 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

Excluded Securities. Shares of Common Stock issued pursuant to (a) the exercise of stock options, (b) the issuance of restricted stock upon the vesting of restricted stock awards and stock purchase rights under the Company's equity incentive plans and employee stock purchase plan, (c) the exercise of warrants outstanding prior to the Issuance Date, (d) shares of Common Stock issued pursuant to the existing committed equity financing facilities entered into with Kingsbridge Capital Limited, (e) the issuance of... Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (and the issuance of Common Stock pursuant to the terms of such securities convertible into or exercisable or exchangeable for Common Stock) in connection with strategic alliances involving the Company and other entities, including without limitation, joint venture, licensing and collaboration arrangements and (f) the issuance of shares of Common Stock or securities convertible into, or exercisable or exchangeable for shares of Common Stock, to consultants or other providers of services or products to the Company. View More

Excluded Securities. Any Common Stock issued or issuable: (I) (i) in connection with any Approved Stock Plan; (ii) upon exercise of the SPA Warrants; (iii) in connection with any share split, dividend, recapitalization or similar transaction by the 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; (II) pursuant to an "at the money (ATM)" or "dribble out" program entered into by the Company no later than sixty (60) days following the Subscription Date, provided that the Company has complied with its obligations under Section 4.11 and Section 4.12 of the Securities Purchase Agreement with respect to such program; (III) pursuant to warrants issued on a one-time basis to the lenders in connections any refinancing or restructuring of existing secured bank financed indebtedness of the Company; and (IV) pursuant to that certain Common Share Agreement, dated October 21, 2008, by and between the Company and Azimuth Opportunity Ltd., provided that such agreement has not been amended since the Subscription Date View More

Excluded Securities. Shall have the meaning ascribed to it in the Securities Purchase Agreement.

Excluded Securities. Any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan, provided that the number of shares granted pursuant to this clause (i) shall not exceed five percent (5%) of the total issued and outstanding shares of the Company; (ii) upon conversion of the Notes or the exercise of this Warrant; (iii) in connection with the payment of any Interest Shares (as defined in the Securities Purchase Agreement) on the Notes (as defined in the Securities Purchase Agreement); (iv) in... connection with any strategic acquisition or transaction by the Company, whether through an acquisition of stock or a merger of any business, assets or technologies, joint venture, corporate partnering arrangement, or otherwise; and (v) 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

Excluded Securities. Means, with respect to any Equity Securities issued by the Company, (i) the Notes and the Conversion Shares; (ii) Common Stock issued or issuable as a dividend or distribution on or upon conversion of the preferred stock of the Company; (iii) Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on Common Stock, (iv) any Common Stock issued or issuable (including pursuant to options or warrants) to financial institutions in connection with... commercial credit arrangements approved by the Board of Directors of the Company, (v) any Common Stock issued or issuable to employees, officers, or directors of the Company or their respective immediate family members pursuant to currently outstanding or newly created options or warrants that are approved by the Board of Directors of the Company or a committee thereof, (vi) Common Stock issued upon conversion of the Company's 5% Convertible Subordinated Notes due on or about the third anniversary of the Series C Closing Date as defined in the Restated Charter in the aggregate principal amount of E1,374,750, (vii) shares or interests issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement or the issuance of any of the warrants listed on Section 5.3(a) of the Schedule of Exceptions to this Agreement or the issuance of any shares of Common Stock upon exercise thereof, (viii) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination approved by the Board of Directors of the Company, (ix) any Equity Securities issued in connection with any recapitalization or similar event by the Company, (x) any Equity Securities that are issued by the Company pursuant to an IPO, and (xi) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including joint ventures, manufacturing, marketing or distribution arrangements provided that the issuance of shares therein has been approved by the Board of Directors of the Company; View More