Excluded Shares

Excluded Shares. Means (i) shares of Common Stock issued or issuable pursuant to the Company's Series A Convertible Preferred Stock, Series A-1 Warrants, or Series A-2 Warrants, specifically including all shares of Common Stock which may be issued upon conversion or exercise thereof or which may be issued as dividends thereon, (ii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the Series A Preferred Stock Issue Date and listed in Schedule 3(b) of the Purchase... Agreement, (iii) shares of Common Stock issuable pursuant to or upon the conversion of any note, debenture, debt instrument and all other written agreements to which the Company is a party on the Series A Preferred Stock Issue Date and identified in Schedule 3(b) of the Purchase Agreement and (iv) shares of Common Stock (including grants, options and warrants) issuable pursuant to or in accordance with any plan for which the Company has filed a registration statement that has been declared effective and identified in Schedule 3(b) of the Purchase Agreement, including, without limitation, the 1994 Stock Plan and the Consultant Compensation Plan, or any other stock plan, option plan or written agreements to which the Company is a party on the Series A Preferred Stock Issue Date and identified in Schedule 3(b) of the Purchase Agreement. View More

Excluded Shares. Shall have the meaning assigned to such term in the Certificate of Designations.

Excluded Shares. Shall have the meaning provided in the Certificate of Determination.

Excluded Shares. (i) shares of Common Stock issued or issuable pursuant to the Company's Series B Convertible Preferred Stock, Series B Warrants, or Series B-Agent Warrants, specifically including all shares of Common Stock which may be issued upon conversion or exercise thereof or which may be issued as dividends thereon, (ii) shares of Common Stock issued or issuable pursuant to the Company's Series A Convertible Preferred Stock, specifically including all conversion shares and all shares that may be issued... as dividends thereon, (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date of this Warrant, (iv) shares of Common Stock issuable pursuant to or upon the conversion of any note, debenture, debt instrument and all other written agreements to which the Company is a party on the date of this Warrant (v) shares of Common Stock (including grants, options and warrants) issuable pursuant to or in accordance with any plan for which the Company has filed a registration statement that has been declared effective including, without limitation, the 1994 Stock Plan, the 2005 Stock Plan and the Consultant Compensation Plan, or any other stock plan, option plan or written agreements to which the Company is a party on the Issue Date, including all modifications and replacements thereof, (vi) shares of Common Stock issued or issuable pursuant to the Company's Series A-1 Warrants, (vii) shares of Common Stock issued or issuable pursuant to the Company's Series A-2 Warrants and (viii) shares of Common Stock issued or issuable pursuant to the Company's Series A-Agent Warrants. Any Excluded Shares issued and outstanding on the Series B Preferred Stock Issue Date that are thereafter amended or modified pursuant to an agreement between the Company and the holder thereof such that the effective price per share of the Common Stock to be issued on the exercise, conversion or exchange thereof is less than the Conversion Price, shall as the result of such amendment or modification thereupon not constitute Excluded Shares. The immediately preceding sentence applies only to such issued and outstanding shares that are affected by such amendment or modification and shall be effective concomitantly with any such amendment or modification taking effect. For the purposes of this definition the effective price per share shall be calculated by dividing the number of shares of Common Stock to be issued upon any such exchange or conversion by the sum of (a) the amount of all consideration given or paid for the securities to be exchanged or converted in to Common Stock and (b) the consideration to be paid upon such issue, exchange or conversion for Common Stock View More

Excluded Shares. Shall mean any shares of Common Stock that have been (a) registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) publicly sold pursuant to Rule 144 under the Securities Act.

Excluded Shares. Shares which are so designated in Sections 7, 8, 9 and 17 hereof