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.
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Exempted Securities.
Means 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.
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Exempted Securities.
Means 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.
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Exempted Securities.
Means 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.
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Exempted Securities.
Means 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 $50,000, (e) Common Stock issued pursuant to the terms of equity line of credit or similar facility with Hudson Global Ventures, LLC, or an affiliate thereof pursuant to which the Company may put Common Stock to the investor at price payable per share that is discounted to the market price of the Common Stock, (f) securities issued upon the exercise or exchange of or conversion of any 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, 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; and provided, further, that such securities shall not constitute Exempted Securities if they are registered for public resale (except for securities issuable in respect of the Hudson Debt Obligations or the Agile Debt Obligations which may be registered for public resale), (g) securities issued in connection with a transaction or transactions entered into following the date hereof between the Company and Agile Capital Funding, LLC, Agile Lending, LLC, or an affiliate thereof provided that the aggregate proceeds receivable by the Company do not exceed an aggregate $2,500,000 in respect of such transaction or transactions if such transactions involve the incurrence of Indebtedness by the Company, or (h) securities issued in connection with a transaction entered into following the date hereof between the Company and Hudson Global Ventures, LLC, or an affiliate thereof provided that the aggregate proceeds receivable by the Company do not exceed an aggregate $1,500,000 in respect of such transaction or transactions if such transactions involve the incurrence of Indebtedness by the Company.
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