Exempt Issuance

Example Definitions of "Exempt Issuance"
Exempt Issuance. Means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (b) securities upon the exercise (whether such exercise is for cash or "cashless") or exchange of, or conversion of, any securities... exercisable or exchangeable for, or convertible into, shares of Common Stock issued and outstanding on the date of this Agreement (including the Warrants), provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities (other than pursuant to customary anti-dilution or similar provisions in effect on the date hereof); (c) securities issued pursuant to acquisitions or any licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or partnership or other strategic transaction approved by a majority of the non-employee directors of the Company, acting in good faith, provided that such securities are issued (1) as "restricted securities" (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.13(a) hereof, or (2) in a registered transaction, provided, in each case, that any such issuance shall only be to Person(s) (or to the equityholders of such Person(s)) which is, itself or through its subsidiaries, is an operating company or an owner of an asset that the majority of the non-employee directors, acting in good faith, have deemed to be synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (d) the issuance and sale of any shares of Common Stock pursuant to that certain At the Market Offering Agreement, dated as of August 11, 2023, by and between the Company and H.C. Wainwright & Co., LLC; (e) the issuance of warrants to purchase shares of Common Stock to an affiliate of the Placement Agent as compensation for the Placement Agent's services and the issuance of shares of Common Stock upon exercise thereof (f) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to any Company stock or option plan described in the SEC Reports; and (g) the filing of any amendments or supplements to any existing resale registration statements contained in the SEC Reports. View More
Exempt Issuance. Means the issuance of (a) shares of Common Stock Shares, options or options restricted stock units or other equity awards to employees, officers officers, service providers or directors of the Company pursuant to any stock or option plan or arrangement duly adopted for such purpose, by a majority of the non-employee directors members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose for services rendered... to the Company; Company, (b) securities upon the exercise (whether such exercise is for cash or "cashless") or exchange of, of or conversion of, any of securities exercisable or exchangeable for, for or convertible into, shares of into Common Stock Shares issued and outstanding on the date of this Agreement (including the Warrants), Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities (other than pursuant to customary anti-dilution or similar provisions in effect on the date hereof); securities, (c) securities issued pursuant to acquisitions or any licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or partnership or other strategic transaction transactions approved by a majority of the non-employee disinterested directors of the Company, acting in good faith, provided that such securities are issued (1) as "restricted securities" (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.13(a) hereof, or (2) in a registered transaction, provided, in each case, 7.5 herein, and provided that any such issuance shall only be to Person(s) a Person (or to the equityholders of such Person(s)) a Person) which is, itself or through its subsidiaries, is an operating company or an owner of an asset that the majority of the non-employee directors, acting in good faith, have deemed to be a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; securities, and (d) securities issued under, or in connection with, an "at the issuance and sale of any shares of Common Stock pursuant to that certain At the Market Offering Agreement, dated as of August 11, 2023, by and between the Company and H.C. Wainwright & Co., LLC; (e) the issuance of warrants to purchase shares of Common Stock to an affiliate of the Placement Agent as compensation for the Placement Agent's services and the issuance of shares of Common Stock upon exercise thereof (f) the filing by the Company of any registration statement on Form S-8 market" offering facility or a successor form thereto relating to any Company stock or option plan described in the SEC Reports; and (g) the filing of any amendments or supplements to any existing resale registration statements contained in the SEC Reports. "equity line" facility. View More
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Exempt Issuance. The issuance of (i) shares of Common Stock or options to officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (ii) securities issued pursuant to acquisitions approved by a majority of the disinterested directors of the Company, and (iii) shares of Common Stock issued pursuant to... any real property leasing arrangement or financing from a national bank approved by the Board of Directors of the Company. View More
Exempt Issuance. The issuance of (i) shares of Common Stock or options to officers employees, officers, or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, and (ii) securities issued pursuant to acquisitions approved by a majority of the disinterested directors of the Company, and (iii) shares of Common... Stock issued pursuant to any real property leasing arrangement or financing from a national bank approved by the Board of Directors of the Company. View More
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Exempt Issuance. The issuance of (a) shares of Common Stock, options or restricted stock units to employees, officers, directors or eligible service providers of the Corporation pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Corporation, provided that such issuances to service providers are issued... as “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended), and (b) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Corporation, provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended) View More
Exempt Issuance. The issuance of all shares of Common Stock and Common Stock Equivalents actually issued by the Company on or after the date hereof: (A) upon conversion of this Warrant; (B) upon issuance and/or conversion of the Promissory Note contemplated by the Purchase Agreement; (C) pursuant to the exercise of options, warrants or other common stock purchase rights issued (or to be issued) to employees, officers or directors of, or (so long as the value or exercise price of such issuances of securities is... no less than $1.00 per share) consultants or advisors to, the Company pursuant to any stock purchase plan, stock option plan, equity incentive plan or other plan or arrangement approved by the Board of Directors (or the Compensation Committee thereof) at any time; (D) pursuant to the exercise of options, warrants or any evidence of indebtedness, shares of capital stock (other than Common Stock) or other securities convertible into or exchangeable for Common Stock outstanding as of the date of the issuance of this Warrant and as disclosed in the Company's public filings with the SEC; (E) in connection with the acquisition of all or part of another entity by stock acquisition, merger, consolidation or other reorganization, or by the purchase of all or part of the assets of such other entity (including securities issued to persons formerly employed by such other entity and subsequently hired by the Company and to any brokers or finders in connection therewith); (F) in connection with strategic transactions approved by the Board of Directors (provided such transactions is not primarily for the purpose of raising capital); (G) to bona fide commercial partners, or lessors in connection with credit arrangements, equipment financings or similar transactions approved by the Board of Directors; (H) in connection with the Company's acquisition, joint-venture, licensing or business transaction of intellectual property assets from any individuals or entities approved by the Board of Directors; and, above (i) shares of Common Stock issued pursuant to real property leasing arrangement from a bank approved by the Board of Directors of the Company. View More
Exempt Issuance. The issuance of (a) securities to employees, officers or directors of the Borrower, pursuant to any stock or option plan duly adopted for such purpose, or upon approval by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Borrower, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, and/or other any... securities of the Borrower which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock, issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than automatically pursuant to their terms, or in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to any purchase money equipment loan or capital leasing arrangement approved by a purchasing agent or debt financing from a commercial bank or similar financial institution, (d) securities in full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets of a corporation or other entity, so long as such issuance is not for the primary purpose of raising capital by the Borrower; (e) securities in connection with a bona fide strategic license agreement, sponsored research agreement, collaboration agreement, development agreement, OEM agreement, marketing or distribution agreement, or other bona fide partnering arrangement, so long as such issuance is not for the primary purpose of raising capital by the Borrower; (f) securities to a bank or other financial institution pursuant to a bona fide commercial debt financing or to equipment lessor pursuant to a bona fide equipment leasing agreement; and (g) securities upon a stock split, stock dividend or subdivision of the Common Stock. View More
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