Exempt Issuance Definition Example with 24 Variations

Exempt Issuance. Means means the issuance of (a) shares of Common Stock or options to employees, consultants, 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 members of the Board of Directors directors or a majority of the members of a committee of non-employee directors established for such purpose, purpose for services rendered to the Company; (b) securities upon the exercise (whether such exercise is for cash or... "cashless") or exchange of of, or conversion of of, any Securities issued hereunder and/or other securities exercisable or exchangeable for for, or convertible into into, shares of Common Stock issued and outstanding on the date of this Agreement, 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, and 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 transactions transaction approved by a majority of the disinterested 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, however, in each case, that any such issuance shall only be to a Person Person(s) (or to the equity-holders equityholders of a Person) 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 a business 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. 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 means the issuance of (a) shares of Common Stock or options to employees, consultants, 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 members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities Warrants issued hereunder in the Offering and/or... other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, Warrant, provided that such securities have not been amended since the date of this Agreement Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, securities and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided, however, provided that any such issuance shall only be to a Person (or to the equity-holders of a Person) which is an operating company or an asset in 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. View More

Exempt Issuance. Means means issuance by the issuance of Corporation of: (a) shares of Common Stock or options to purchase Common Stock issued to employees, consultants, officers officers, directors or directors consultants of the Company Corporation pursuant to any stock or option plan duly adopted for such purpose, by a majority unanimous vote of the non-employee members of the Board of Directors or a majority of the members of Corporation or a committee of non-employee all the independent directors... established for such purpose, (b) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities (including the securities set forth on Schedule 3.1(g) of the Securites Purchase Agreement) exercisable or exchangeable for or convertible into shares of 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, exercise, exchange price or conversion price of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided, however, directors, provided that any such issuance shall only be to a Person (or to the equity-holders of a Person) which is is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company Corporation, as determined by a majority of the directors, and shall provide to in which the Company additional Corporation receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company Corporation is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. securities, (d) Management Options and (e) securities to shareholders of a target company in connection with a Spin-off Transaction. View More

Exempt Issuance. Means means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan or other arrangement duly adopted for such purpose, 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, (b) securities upon the exercise or exchange of or conversion of any Securities securities issued... hereunder and/or other securities exercisable or exchangeable for hereunder, or convertible into shares of Common Stock securities, options or warrants issued and outstanding on the date of this Agreement, hereof, provided that such securities have not been amended since the date of this Agreement hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided, however, that any such issuance shall only be to a Person (or to the equity-holders of a Person) which is with an operating company or an asset in a business synergistic with the business of the Company and shall provide to in which the Company additional receives benefits in addition to the investment of funds, funds or pursuant to acquisitions, 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 to consultants for services rendered to the Company in non-capital raising transactions in an amount per individual issuance not to exceed 30,000 shares for particular services rendered. View More

Exempt Issuance. Means means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan or other arrangement duly adopted for such purpose, 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, (b) securities upon the exercise or exchange of or conversion of any Securities securities issued... hereunder and/or other securities exercisable or exchangeable for hereunder, or convertible into shares of Common Stock securities, options or warrants issued and outstanding on the date of this Agreement, hereof, provided that such securities have not been amended since the date of this Agreement hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided, however, that any such issuance shall only be to a Person (or to the equity-holders of a Person) which is with an operating company or an asset in a business synergistic with the business of the Company and shall provide to in which the Company additional receives benefits in addition to the investment of funds, funds or pursuant to acquisitions, 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 to consultants for services rendered to the Company in non-capital raising transactions in an amount per individual issuance not to exceed 30,000 shares for particular services rendered. View More

Exempt Issuance. Means means the issuance of (a) shares of Common Stock or options to purchase shares of Common Stock to employees, officers, directors, consultants, officers suppliers, vendors or directors professionals of the Company pursuant to any stock or option plan duly adopted for such purpose, 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, (b) securities upon the exercise or... exchange of or 9 conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, Warrant, provided that that, such securities have not been amended since the date of this Agreement Warrant to increase the number of such securities or to decrease the exercise price, exercise, exchange price or conversion price of such securities, and (c) securities securities, including options or warrants to purchase shares of Common Stock, issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided, however, that (d) Common Stock sold pursuant to the initial public offering of the Common Stock on registration statement Form S-1 filed on October 15, 2008, Registration No. 333-154274 (the "IPO"), and (e) Common Stock, including options or warrants to purchase shares of Common Stock issued in connection with Permitted Indebtedness; provided that, any such issuance shall only be to a Person (or to the equity-holders of a Person) which is is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to in which the Company additional receives 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. View More

Exempt Issuance. Means means the issuance of (a) shares of Common Stock or options to purchase shares of Common Stock to employees, officers, directors, consultants, officers suppliers, vendors or directors professionals of the Company pursuant to any stock or option plan duly adopted for such purpose, 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, (b) securities upon the exercise or... exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, Warrant, provided that that, such securities have not been amended since the date of this Agreement Warrant to increase the number of such securities or to decrease the exercise price, exercise, exchange price or conversion price of such securities, and (c) securities securities, including options or warrants to purchase shares of Common Stock, issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided, however, that (d) Common Stock sold pursuant to the initial public offering of the Common Stock on registration statement Form S-1 filed on October 15, 2008, Registration No. 333-154274 (the "IPO"), and (e) Common Stock, including options or warrants to purchase shares of Common Stock issued in connection with Permitted Indebtedness; provided that, any such issuance shall only be to a Person (or to the equity-holders of a Person) which is is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to in which the Company additional receives 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. View More

Exempt Issuance. Means means the issuance of (a) shares of Common Stock or options to employees, consultants, 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 members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued... hereunder and/or other securities exercisable or exchangeable for or convertible into shares of 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 in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided, however, provided that any such issuance shall only be to a Person person (or to the equity-holders equityholders of a Person) person) which is is, itself or through its subsidiaries, an operating company or an owner of an asset in 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, (d) securities issuable pursuant to that certain Convertible Secured Contingent Value Right Agreement between the Company and K2 HealthVentures LLC and Ankara Trust Company, LLC dated June 16, 2023, and (e) Second Closing Shares (as defined below), Second Closing Prefunded Warrants (as defined below) and Warrants pursuant to a Second Closing under this Agreement. View More

Exempt Issuance. Means means (a) the issuance of (a) shares of Common Stock Stock, restricted stock units, warrants, options or options other equity awards to employees, consultants, officers officers, directors or directors consultants of the Company pursuant to any stock stock, equity or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors directors or a majority of the members of a committee of non-employee directors established for such purpose, purpose for services rendered to the Company; (b) the issuance of securities upon the exercise (whether such exercise is for cash or "cashless") or exchange of of, or conversion of of, any Securities issued hereunder and/or other securities exercisable or exchangeable for for, or convertible into into, shares of Common Stock issued and outstanding on the date of this Agreement, 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, and 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) the issuance of securities issued pursuant to acquisitions or any licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or partnership or other strategic transactions transaction approved by a majority of the disinterested 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 4.11(a) hereof, or (2) in a registered transaction, provided, however, in each case, that any such issuance shall only be to Person(s) or a venture arm of such Person (or to the equity-holders equityholders of a Person) 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 a business 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. securities; (d) the issuance and sale of any shares of Common Stock pursuant to that certain Sales Agreement, dated as of March 16, 2018, by and between the Company, JonesTrading Institutional Services LLC and H.C. Wainwright & Co., LLC (the "Sales Agreement"); (e) 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 (f) the filing of any amendments or supplements to any existing resale registration statements contained in the SEC Reports. View More

Exempt Issuance. Means the means (i) any conventional bank loans that are not convertible into shares of Common Stock or Common Stock Equivalents and do not involve any issuance of (a) any shares of Common Stock or Common Stock Equivalents or other security of the Company in connection therewith; (ii) shares of Common Stock or options issued to employees, consultants, officers or directors of the Company pursuant to any stock the Company's equity incentive plans or option plan duly adopted for such purpose, pursuant to the compensation agreements previously authorized 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, (b) Directors; (iii) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of 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, securities (other than in connection with stock splits or combinations) or to extend the term of such securities; and (c) (iv) securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided, however, provided that such securities are issued 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 period set forth in Section 4.10 hereof, and provided that any such issuance shall only be to a Person (or to the equity-holders equityholders of a Person) which is is, itself or through its subsidiaries, an operating company or an owner of an asset in 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. View More