Exempt Issuances

Exempt Issuances. Means (i) sales of shares of Common Stock by the Company upon conversion or exercise of any convertible securities, options or warrants outstanding prior to the date hereof; (ii) securities issued to employees, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement as existing on date hereof or subsequently adopted upon approval of the shareholders of the Company; (iii) securities issued to universities provided such... securities are issued for other than primarily equity financing purposes and is limited to an aggregate value of no more than $5,000,000; (iv) up to $500,000 in the aggregate of the Company's securities issued to consultants of the Company; (v) securities issued to vendors, customers, suppliers, consultants, financial advisors or to other persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors, provided such securities are issued for other than primarily equity financing purposes and is limited to an aggregate value of $500,000; and (vi) shares of Common Stock issued in one Closing effected pursuant to the terms and conditions of this Agreement with additional Investors (with no changes to the Agreement or any of the other Agreements except for the date and name(s) of the Investors) so long as such Closing occurs within two weeks of the original Closing hereunder with The Tail Wind Fund Ltd. View More

Exempt Issuances. Means any issuance of capital stock of the Corporation or Convertible Securities: (i) pursuant to any plan or arrangement approved by the Board of Directors; (ii) pursuant to any option, warrants, right or convertible or exchangeable security of the Corporation outstanding as of the date of filing of this Certificate of Designations with the Secretary of State of Delaware (although the terms of which may be changed after said date); (iii) issued in connection with the Offering (including,... without limitation, warrants and stock issued in connection therewith and the securities underlying the Series E Stock, Series F Stock and such warrants); or (iv) the issuance of any warrants for nominal consideration in connection with a debt private placement. View More

Exempt Issuances. Means issuances by the Company of (i) securities issued pursuant to a bona fide firm underwritten public offering of the Company's securities; provided such underwritten public offering shall provide gross proceeds to the Company of not less than $10,000,000 and shall have been approved in advance by the Majority Holder, (ii) securities issued (other than for cash) in connection with a strategic merger, acquisition, or consolidation provided that the issuance of such securities in connection... with such strategic merger, acquisition or consolidation has been approved in advance by the Majority Holders, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the Closing Date or issued pursuant to the Purchase Agreements (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (iv) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital and provided that the issuance of such securities in connection with such bona fide strategic license, agreements or other partnering arrangements has been approved in advance by the Majority Holders, (v) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company's equity incentive plans outstanding as they exist on the Closing Date (as defined in the First Purchase Agreement), (vi) the issuance or grants of options to purchase Common Stock to employees, officers or directors of the Company pursuant to any equity incentive plan duly adopted by the Board of Directors or a committee thereof established for such purpose so long as such issuances in the aggregate do not exceed ten percent (10)% of the issued and outstanding shares of Common Stock as of the Final Closing Date (as defined in the First Purchase Agreement) and the specified price at which the options may be exercised is equal to or greater than the VWAP as of the date of such grant, and (vii) any warrants, shares of Common Stock or other securities issued to a placement agent and its designees for the transactions contemplated by the Purchase Agreements. View More

Exempt Issuances. Shall have the meaning set forth in the Purchase Agreement