Excluded Transaction

Excluded Transaction. Means (a) any issuance of up to an aggregate of 10,506,313 shares of restricted stock or options to purchase shares of Common Stock (subject to adjustment in the event of stock splits, combinations or similar occurrences) to employees, officers or directors of the Corporation pursuant to the Stock Option Plan or and (b) any issuance of Common Stock (i) upon the conversion of shares of Series F Preferred Stock, (ii) as a dividend on shares of Series F Preferred Stock or (iii) upon conversion or... exercise of any Common Stock Equivalents and/or (c) any issuance of Common Stock in connection with any Participation Payment. View More

Excluded Transaction. Means any of the following events: (i) an acquisition, exchange, merger, consolidation or other transaction or series of transactions, which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity... outstanding immediately after such merger or consolidation; or (ii) an acquisition, exchange, merger, consolidation or other transaction or series of transactions effected to implement a recapitalization of the Company (or similar transaction) in which no person, directly or indirectly, acquired 50% or more of the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates). View More

Excluded Transaction. (a) any issuance of shares of stock or options to purchase shares of Series E Preferred Stock or Common Stock pursuant to the Stock Option Plans and (b) any issuance of Common Stock (i) upon the conversion of shares of Series D Preferred Stock or shares of Series E Preferred Stock, (ii) as a dividend on shares of Series D Preferred Stock or shares of Series E Preferred Stock or (iii) upon conversion or exercise of any Common Stock Equivalents, (c) any issuance of Common Stock in connection with... any Series D Liquidation Payment or Series E Liquidation Payment, (d) Capital Stock issued in consideration of an acquisition, approved by the Board of Directors, by the Company of another Person, (e) shares of Common Stock and Common Stock Equivalents issued in strategic transactions (which may not be private equity or venture capital financing transactions) approved by the 14 Board of Directors to Persons that are not principally engaged in financial investing, (f) the issuance of the Series E Purchase Rights and the Rights Shares, (g) shares of Series E Preferred Stock issuable pursuant to agreements entered into prior to the Series E Closing Date and (h) shares of Common Stock issuable upon conversion of the Apex Notes in accordance with the terms of the Convertible Note Purchase Agreement. View More

Excluded Transaction. Means (a) any issuance of shares of stock or options to purchase shares of Common Stock (subject to adjustment in the event of stock splits, combinations or similar occurrences) to employees, officers, directors or consultants of the Company pursuant to a stock option plan or other employee benefit arrangement approved by the Board of Directors, (b) any issuance of Common Stock upon the conversion of Series F Preferred Stock, (ii) as a dividend on shares of Series F Preferred Stock or (iii)... upon conversion or exercise of any Common Stock Equivalents, (c) any issuance of Warrant Shares, (d) any issuance of capital stock of the Company issued in consideration of an acquisition, approved by the Board of Directors, by the Company of another Person and (e) any issuance of shares of Common Stock and Common Stock Equivalents in strategic transactions (which may not be private equity or venture capital financing transactions) approved by the Board of Directors to Persons that are not principally engaged in financial investing. View More

Excluded Transaction. Means (a) any issuance of shares of restricted stock or options to purchase shares of Common Stock to employees, officers, directors or consultants of the Company or its subsidiaries pursuant to the terms of the Company's 2011 Employee Incentive Plan as in effect as of the date hereof, or pursuant to options and other equity awards issued to employees, officers, directors or consultants of the Company or its subsidiaries and outstanding on the date hereof, (b) any issuance of Common Stock upon... the conversion, exchange or exercise of any Common Stock Equivalents, (c) shares of Common Stock or Common Stock Equivalents issued to banks or other financial institutions pursuant to a debt financing approved by the Board of Directors, (d) shares of Common Stock or Common Stock Equivalents issued pursuant to the acquisition of another Person by the Company, or the acquisition of assets of another Person by the Company, whether by means of merger, consolidation, or other business combination, or purchase of assets or joint venture, and (e) any issuance of Warrant Shares. View More

Excluded Transaction. A Covered Transaction in which (i) the shares of common stock of the Company or the voting securities of the Company entitled to vote generally in the election of directors are acquired directly from the Company; or (ii) the shares of common stock of the Company or the voting securities of the Company entitled to vote generally in the election of directors are acquired by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the... Company; or (iii) (a) the beneficial owners of the outstanding shares of common stock of the Company, and of the securities of the Company entitled to vote generally in the election of directors, immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportions immediately following such transaction more than 50% of the outstanding shares of common stock and of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) resulting from such transaction and (b) at least a majority of the members of the board of directors of the corporation resulting from such transaction were members of the board of directors at the time of the execution of the initial agreement, or of the action of the Board, authorizing such transaction. View More

Excluded Transaction. Any of the following (i) a transfer of units in DevCo, (ii) a transfer of units in Aimco OP L.P., a Delaware limited partnership, (iii) a transfers of shares in Apartment Investment and Management Company, (iv) a transfer from one Person to an Affiliate of such Person (so long as they remain an Affiliate of such Person following such transfer), and (v) a distribution in kind to the partners, members or shareholders of DevCo, Aimco OP L.P., a Delaware limited partnership, or Apartment Investment... and Management Company. View More

Excluded Transaction. Shall mean, with respect to Eton:

Excluded Transaction. Shall mean (1) the transactions contemplated by this Agreement, including the issuance of shares of Common Stock pursuant to the exercise of Warrants, (2) At-the-Market Offerings, (3) the issuance or sale of shares of Common Stock to directors, officers, employees, consultants, or advisors, pursuant to any equity incentive or benefit plan approved (either before or after the date of this Agreement) by the Board of Directors of the Company, (4) the conversion, exercise or exchange of any... convertible, exercisable or exchangeable securities or rights outstanding on the date hereof that are listed on Schedule A attached hereto, (5) the issuance of shares of Common Stock in connection with any strategic licensing arrangement, corporate partnering transaction or similar collaboration, or the conversion, exercise or exchange of any securities issued in connection with such transactions that are convertible into or exercisable or exchangeable for shares of Common Stock, provided that such transaction is not consummated for the primary purpose of raising additional capital and (6) issuances of shares of Common Stock in connection with business combination transactions, including (i) mergers, (ii) consolidations, and (iii) purchases of securities or assets, or the conversion, exercise, or exchange of any securities issued in such transactions that are convertible into or exercisable or exchangeable for Common Stock. View More