Exempted Securities

Example Definitions of "Exempted Securities"
Exempted Securities. Means (a) equity securities issued by reason of a dividend, stock split, split-up or other distribution on Common Stock, (b) Common Stock or rights, warrants or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors ("Equity Plans"), or (c) securities issued upon the exercise or exchange of or conversion of any Securities issued... hereunder and/or rights or other securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding on the date of this Agreement as disclosed on Schedule 1 hereto, provided that such rights and 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. View More Arrow
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Exempted Securities. Means (a) equity securities issued by reason of a dividend, stock split, split-up or other distribution on Common Stock, (b) Common Stock or rights, warrants or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors ("Equity Plans"), (c) Common Stock or (c) rights, warrants or options to purchase Common Stock issued to a seller of... stock or assets to the Company or any of its subsidiaries as acquisition consideration pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, (d) Common Stock or rights, warrants or options to purchase Common Stock issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction resulting in aggregate proceeds, in a single or multiple transactions, not to exceed $500,000.00, (e) securities issued upon the exercise or exchange of or conversion of any Securities or Exempted Securities issued hereunder and/or rights or other securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding on the date of this Agreement as disclosed on Schedule 1 hereto, hereto or in flings made by the Company with the SEC, provided that such rights and 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, or (f) common stock warrants, pre-funded warrants and common stock issuable pursuant to the warrants or prefunded warrants issued in connection with an underwritten public offering of the Company's securities. View More Arrow
Exempted Securities. Means (a) shares of Common Stock or rights, warrants or options to purchase shares of Common Stock issued in connection with any payment of fees to bona fide vendors of services to the Company or its Subsidiaries, (b) equity securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock, (b) (c) shares of Common Stock or rights, warrants or options to purchase shares of Common Stock issued to employees or directors of, or consultants or advisors... to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors ("Equity Plans"), or (c) (d) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or rights or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement as disclosed on Schedule 1 hereto, provided that such rights and 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. View More Arrow
Exempted Securities. Means (a) equity securities issued by reason of a dividend, stock split, split-up or other distribution on Common Stock, Shares, (b) Common Stock Shares or rights, warrants or options to purchase Common Stock Shares issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors ("Equity Plans"), or (c) securities issued upon the exercise or exchange of or conversion of any... Securities issued hereunder and/or rights or other securities exercisable or exchangeable for or convertible into Common Stock Shares issued and outstanding on the date of this Agreement as disclosed on Schedule 1 hereto, provided that such rights and 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. securities, or (d) Common Shares issuable under ELOC Purchase Agreement. View More Arrow
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Exempted Securities. (a) shares of Common Stock or rights, warrants or options to purchase Common Stock issued in connection with any Acquisition, (b) equity securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock, (c) shares of Common Stock or rights, warrants or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by... the Board of Directors ("Equity Plans"), or (d) shares of Common Stock actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of any securities convertible into Common Stock, in each case provided that such issuance is pursuant to the terms of the applicable option or convertible security View More Arrow
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Exempted Securities. (a) shares of Common Stock or rights, warrants or options to purchase Common Stock issued in connection with any Acquisition, (b) equity securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock, (c) shares of Common Stock or rights, warrants or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by... the Board of Directors ("Equity Plans"), or ('Equity Plans'), (d) shares of Common Stock actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of any securities convertible into Common Stock, in each case provided that such issuance is pursuant to the terms of the applicable option or convertible security security, or (e) shares of equity securities or rights, warrants or options to purchase equity securities or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities that are issued to a Strategic Investor View More Arrow
Exempted Securities. (a) shares of Common Stock or rights, warrants or options to purchase Common Stock issued in connection with any Acquisition, (b) equity securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock, (c) shares of Common Stock or rights, warrants or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by... the Board of Directors ("Equity Plans"), or ('Equity Plans'), (d) shares of Common Stock actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of any securities convertible into Common Stock, in each case provided that such issuance is pursuant to the terms of the applicable option or convertible security security, or (e) 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 as disclosed on Schedule 1 hereto, 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 View More Arrow
Exempted Securities. (a) shares of Common Stock or preferred stock or rights, warrants or options to purchase Common Stock or preferred stock issued in connection with any Acquisition, (b) equity securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock, (c) shares of Common Stock or rights, warrants or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan,... agreement or arrangement approved by the Board of Directors ("Equity Plans"), or (d) shares of Common Stock actually issued upon the exercise of options options, warrants or shares of Common Stock actually issued upon the conversion or exchange of any securities convertible into Common Stock, in each case provided that such issuance is pursuant to the terms of the applicable option option, warrant or convertible security security, or (e) shares of Common Stock issued upon the exercise or conversion of options, warrants or convertible securities outstanding on the date hereof View More Arrow
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Exempted Securities. (i) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any existing stock or option plan, or any stock or option planduly 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, (b) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or 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, exchange or conversion price of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company 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 Arrow
Exempted Securities. (i) (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any existing stock or option plan, or any stock or option planduly plan 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, purpose for services rendered to the Company ("Equity Plan"), (b) securities issued upon the exercise or... exchange of or conversion of any Securities issued hereunder and/or hereunder, other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, Agreement (not including issuances under the ClearThink ELOC, excepted as permitted in clause (d) of this definition), 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, exercise price, exchange price or conversion price of any 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, transactions approved by a majority of the disinterested directors of the Company, 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, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which 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 in which shall provide to the Company receives 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) Permitted ELOC Issuances View More Arrow
Exempted Securities. (i) Means (a) shares of Common Stock or rights, options or warrants to purchase Common Stock issued to employees, officers or directors of or consultants to the Company pursuant to any existing stock stock, option or option similar equity incentive plan, arrangement or agreement, provided that any stock or option planduly issuance to consultants shall be issued at no more than a twenty percent (20%) discount to the trading price on the date of issuance, 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, purpose for services rendered to the Company ("Equity Plan"), (b) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or or upon exercise or exchange of or conversion of any 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, exercise price, exchange price or conversion price of any such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, as disclosed in Schedule 1, and (c) securities issued pursuant to acquisitions or strategic transactions, transactions approved by a majority of the disinterested directors of the Company; 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, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which 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 in which shall provide to the Company receives 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 Arrow
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Exempted Securities. Means the following: (i) shares of Common Stock or Derivative Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) shares of Common Stock or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company, including the Insight Director; or (iii) shares of... Common Stock or Derivative Securities actually issued upon the exercise, conversion or exchange of Derivative Securities, in each case provided such issuance is pursuant to the terms of such Derivative Security. View More Arrow
Exempted Securities. Means the following: (i) shares of Common Stock or Derivative Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) shares of Common Stock or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company, including the Insight Director; or subject to Subsection... 5.4; (iii) shares of Common Stock or Derivative Securities actually issued upon the exercise, conversion or exchange of Derivative Securities, in each case provided such issuance is pursuant to the terms of such Derivative Security. Security; and (iv) shares of Common Stock issued by the Company as consideration for the acquisition of another entity. View More Arrow
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Exempted Securities. Shall mean: (i) Common Stock (or options or other rights to acquire Common Stock or securities convertible or exchangeable into or exercisable for Common Stock) issued pursuant to a rights offering approved by the Board or an authorized committee thereof that is open to all stockholders of the Company; (ii) Common Stock (or options or other rights to acquire Common Stock or securities convertible or exchangeable into or exercisable for Common Stock) issued by reason... of a dividend, stock split, split-up or other distribution of Common Stock, in accordance with the terms of the indenture governing any series of debt securities that are issued and outstanding as of the date hereof; (iii) Common Stock or options or other rights to acquire Common Stock issued to employees or directors of the Company pursuant to a plan, agreement or arrangement approved by the Board or an authorized committee thereof in the ordinary course of business (including, for the avoidance of doubt and without limitation, any Common Stock or options or other rights to acquire Common Stock issued pursuant to the AGCO Corporation 2006 Long-Term Incentive Plan); or 20 (iv) Common Stock (or options or other rights to acquire Common Stock or securities convertible or exchangeable into or exercisable for Common Stock) actually issued upon the exercise of options or other rights or upon the conversion or exchange of securities convertible or exchangeable into Common Stock, in each case provided such issuance is pursuant to the terms of such option, right or other security that are issued pursuant to the foregoing clause (iii). View More Arrow
Exempted Securities. Shall have the meaning set forth in the Certificate of Designations.
Exempted Securities. The term "Exempted Securities" means New Common Stock or equity securities convertible into or exercisable or exchangeable for New Common Stock issued (i) as consideration for any asset, right, entity or business acquired by the Company or any of its subsidiaries, including in connection with a merger, exchange offer, joint venture, license transaction or exchange of shares, (ii) in accordance with any stock option or other equity-based compensation plan of the Company or its subsidiaries or... upon exercise, conversion or exchange of any stock option or other equity interest issued thereunder, (iii) as a dividend or other distribution to equityholders of the Company generally, (iv) in connection with a stock split or (v) in connection with the exchange, exercise or conversion of any equity interest that is outstanding (1) immediately upon the date of this Agreement, (2) thereafter, so long as Paulson had an opportunity to exercise the preemptive rights granted to Paulson with respect to the underlying equity interest or (3) thereafter, to the extent that such equity interest was issued pursuant to any of clauses (i), (ii), (iii) or (iv). View More Arrow
Exempted Securities. Shall mean (a) the Warrants, (b) the Warrant Shares, (c) options issued pursuant to the Issuer's 2002 Stock Option Plan together with the shares issued upon the exercise of such options, and (d) shares or options issued pursuant to the Issuer's 2009 Stock Incentive Plan together with the shares issued upon the exercise of such options.
Exempted Securities. Shall have the meaning set forth in the Company's Certificate of Incorporation, as may be amended from time to time
Exempted Securities. The meaning set forth in the Articles of Incorporation
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