New Securities

New Securities. Means, collectively, equity securities of the Company, whether or not currently authorized, as well as options or warrants to purchase such equity securities, or securities of any type whatsoever that are convertible or exchangeable into or exercisable for such equity securities, other than (i) any shares of capital stock or options to purchase shares of capital stock, or other equity-based awards (including restricted stock units), issued or granted to employees (or prospective employees who... have accepted an offer of employment), directors or consultants of the Company or any of its subsidiaries, pursuant to any Company stock-based compensation plan approved by the Company' stockholders or in accordance with Nasdaq Stock Market Rule 5635(c)(4) (or any successor provision) or that exist as of the date of this letter; (ii) any securities issued by the Company upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for, or convertible into, shares of capital stock and are outstanding as of the date of this letter or issued pursuant to the Purchase Agreement, provided that such exercise, exchange or conversion is effected pursuant to the terms of such securities as in effect on the date of this letter or as provided in the Purchase Agreement; (iii) any securities issued by the Company as full or partial consideration in connection with a merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets of a corporation or other entity approved by the Board, (iv) any securities issued by the Company in connection with a transaction with an unaffiliated third party approved by the Board that includes a bona fide commercial relationship with the Company (including any joint venture, marketing or distribution arrangement, strategic alliance, collaboration agreement or corporate partnering, intellectual property license agreement or acquisition agreement with the Company) and (v) any securities issued by the Company 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 approved by the Board. For clarity New Securities does not include securities issued pursuant to any Company at-the-market offering facility. View More

New Securities. Debt securities of the Company and Guarantees by the Guarantors, in each case identical in all material respects to the Securities (except that the provisions relating to transfer restrictions shall be modified or eliminated, as appropriate, and the provisions relating to Special Interest shall be eliminated) to be issued under the Indenture or the New Securities Indenture, as the case may be

New Securities. Means any securities of the Company, whether currently authorized or not, including, among others, any rights, options, or warrants to purchase capital stock of the Company, and securities of any type whatsoever that are, or may become, convertible into capital stock of the Company. "New Securities" does not include: (a) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of all or substantially all of the assets, or other... reorganization, if approved by the Board of Directors; (b) securities issued without consideration pursuant to a stock dividend, stock split, or similar transaction; (c) securities issued or issuable pursuant to the Incentive Stock Plans; (d) securities issued or issuable to lenders, licensors and leasing institutions pursuant to any financing, lending or leasing transaction approved by the Board of Directors, which in any 12- month period account for in the aggregate no more than 2 0.5% of the total number of outstanding Shares of the Company (on an as- converted basis); and (e) securities issued or issuable to joint venture partners or in connection with other strategic alliances approved by the Board of Directors, which in any 12- month period account for in the aggregate no more than 0.5% of the total number of outstanding Shares of the Company (on an as- converted basis). View More

New Securities. Shall mean any shares of capital stock of the Company, including Common Stock and any series of preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of capital stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of capital stock. Notwithstanding the foregoing, "NEW SECURITIES" does not include (i) Common Stock offered to the public generally pursuant to a registration statement... under the Securities Act in connection with a Qualified Public Offering, (ii) securities issued or sold in connection with the Option Pool, net of repurchases, cancellations and expirations (without exercise) of such securities, (iii) stock issued in connection with any Recapitalization by the Company, (iv) stock issued in connection with an acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of assets, reorganization or otherwise that has been approved by the Investors or 2 for which no approval of the Investors is required by this Agreement, (v) the shares of Preferred Stock issued pursuant to the Series B Purchase Agreement or the Series C Purchase Agreement or shares issued upon conversion thereof, (vi) the warrants issued to NBC pursuant to the Warrant Agreements, both dated as of April 20, 2000, or shares of Common Stock issuable upon exercise thereof, (vii) the warrants issued to Belo Enterprises, Inc. pursuant to that certain Warrant Agreement, dated as of September 29, 1999, or shares of Common Stock issuable upon exercise thereof, or (viii) stock issued in connection with the potential merger described in SCHEDULE 2.23 to the Series B Purchase Agreement and the Series C Purchase Agreement. View More

New Securities. Shall mean debt securities of the Company with terms identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions under the Act shall be eliminated for all such debt securities other than those referred to in Section 2(f) hereof) and to be issued under the Indenture.

New Securities. Shall mean any equity securities of the Company, whether now authorized or not, and rights, options, or warrants to purchase said equity securities, and securities of any type whatsoever that are, or may become, convertible into said equity securities; PROVIDED, HOWEVER that "New Securities" does not include: (i) securities offered to the public pursuant to an Initial Offering; (ii) securities issued pursuant to the acquisition of another corporation or entity by... the Company by merger, purchase of substantially all of the assets, or other reorganization whereby the Company acquires a majority of the voting power of such corporation or entity; (iii) up to ten million (10,000,000) shares of Common Stock issued or issuable to employees, consultants or directors of the Company pursuant to the Company's 2001 Stock Plan (including shares issued or issuable upon exercise of options previously granted), which number of shares may be adjusted upward by the affirmative vote of the Company's Board of Directors; (iv) up to three hundred sixty eight thousand eight hundred ninety four (368,894) shares of Common Stock issuable to employees of the Company pursuant to the Company's 2002 Employee Stock Purchase Plan; (v) securities issued to strategic partners of the Company, such as biotechnology, pharmaceutical, drug manufacturing or clinical research companies; (vi) securities issued to licensors of technology to the Company; or (vii) securities issued in connection with any bank lines of credit, equipment lease transactions, or real estate transactions; in each case as approved by the Company's Board of Directors. View More

New Securities. Shall mean all shares of Common Stock issued by the Company after the Effective Date of this Agreement, other than shares of Common Stock issued or issuable to officers, directors or employees of, or consultants to, the Company pursuant to stock option or stock purchase plans or agreements on terms approved by the Board.

New Securities. Shall mean any shares of equity securities of the Company (other than Common Stock) issued by the Company after the date hereof; provided that "New Securities" does not include the Convertible Securities outstanding as of the date hereof or issued or issuable pursuant to the Purchase Agreement or the Common Stock issuable upon conversion of such Convertible Securities.

New Securities. Shall mean debt securities of the Company, which are guaranteed on an unsecured senior subordinated basis by each of the Guarantors, identical in all material respects to the Securities (except that the transfer restrictions shall be modified or eliminated, as appropriate) to be issued under the New Securities Indenture.

New Securities. Shall mean debt securities of the Company identical in all material respects to the 4.50% Notes or the 5.25% Notes, as applicable (except that the interest rate step-up provisions and the transfer restrictions shall be eliminated), and to be issued under the Indenture.