New Issue. (i) any shares of equity securities, whether authorized now or not; (ii) any rights, options or warrants to purchase shares of Common Stock; and (iii) any securities that are, or may become, convertible into or exchangeable for Common Stock; provided that, the term "New Issue" does not include: (A) shares of Common Stock that are issuable upon the exercise of Exchange Options; (B) any securities offered to the public pursuant to a registration statement approved by the Board and filed pursuant
... to the Securities Act; (C) any securities issued in connection with the acquisition of another Person by the Company by merger, stock purchase, purchase of substantially all the assets of such Person or otherwise or other reorganization approved by the Board; (D) any securities issued in connection with any borrowings, direct or indirect, from financial institutions by the Company that are approved by the Board, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument; (E) any securities issued in connection with any equipment leases that are approved by the Board; (F) any securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option plan, stock purchase plan, stock bonus arrangement or other similar plan approved by the Board; and (G) any securities issued in connection with any stock split, reverse stock split, stock dividend, merger, recapitalization or other similar event if an adjustment has been made to the shares held by all Preemptive Rights Holders as a result of such event.
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