New Securities

New Securities. Shall mean any Common Stock or other class of stock of the Company with voting rights (collectively, the "Capital Stock"), whether now authorized or not, and rights, options, or warrants to purchase the Capital Stock, and securities of any type whatsoever that are, or may become, convertible into the Capital Stock; provided, however, that "New Securities" does not include (i) securities offered to the public pursuant to a registration statement filed under the Securities Act of 1933 pursuant to... approval of the Board of Directors of the Company; (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; (iii) shares of Capital Stock (or related options) issued to employees, officers, directors or consultants of the Company pursuant to any employee stock offering, plan or arrangement approved by the Board of Directors; (iv) shares of Capital Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (v) securities issued pursuant to and in consideration of the acquisition of a license or other rights, assets or technology from third parties or by third parties from the Company (provided that such issuances are primarily for other than equity financing purposes), or in connection with any lease financings relating to the Company assets, on the condition that such issuance and acquisition is approved by the incumbent Board of Directors; or (vi) securities offered to a Person in connection with a strategic business relationship, as approved by the Board of Directors of the Company. View More

New Securities. Shall mean debt securities of the Company identical in all material respects to the Five Year Notes or the Ten Year Notes, as the case may be (except that the cash interest and interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) for which such New Securities are being exchanged, guaranteed by the Company's Subsidiaries and to be issued under the applicable Indenture.

New Securities. Shall mean debt securities of the Company identical in all material respects to the Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from the date of their original issue, (ii) the transfer restrictions thereon shall be eliminated and (iii) certain provisions relating to an increase in the special rate of interest thereon shall be modified or eliminated, as appropriate) and to be... issued under the Indenture or the New Securities Indenture) and to be issued under the Indenture or the New Securities Indenture. View More

New Securities. Means all shares of Pubco Common Stock issued or issuable in connection with the Mergers, including (i) shares issuable upon exercise of any Assumed Warrant, (ii) shares issued or issuable pursuant to the Backstop Agreement, and (iii) shares issued or issuable pursuant to the Hunter Termination Agreement.

New Securities. Shall mean: (i) any shares of Common Stock, 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 Securities" does not include: (A) shares of Common Stock that are issuable upon the exercise of the rights, options or warrants described in clause (ii) above or Section 4(d) hereof or the conversion or exchange of the... securities described in clause (iii) above; (B) any securities offered to the public pursuant to a registration statement approved by the Board of Directors of the Company 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 13 approved by the Board of Directors of the Company; (D) any securities issued in connection with any borrowings, direct or indirect, from financial institutions or other Persons by the Company that are approved by the Board of Directors of the Company, 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 of Directors of the Company; (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 sales representative agreement approved by the Board of Directors of the Company; (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 Toppan as a result of such event; and (H) any shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock. View More

New Securities. "(k) The term "New Securities" means that certain (i) five year senior convertible promissory note issued to Celgene in the principal amount of $12,000,000, convertible into shares of Common Stock at an initial conversion price of $2.75 per share, (ii) five year warrant issued to... Celgene to purchase 1,454,545 shares of Common Stock at an initial exercise price of $2.75 per share, (iii) five year convertible promissory note issued to Penn Pharmaceuticals Holdings Limited (together with its permitted successors and assigns, "Penn") in the principal amount of $2,000,000, convertible into shares of Common Stock at an initial conversion price of $2.75 per share, (iv) five year warrant issued to Penn to purchase 242,424 shares of Common Stock at an initial exercise price of $2.75 per share and (v) any and all continuations, extensions, modifications, refinancings, replacements and renewals thereof." View More

New Securities. The meaning specified in the Stockholders Agreement.

New Securities. Shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into such capital stock and that are issued after the Closing; provided, however, that "New Securities" shall in no event be deemed to include: (i) any shares of capital stock, including any rights, options, or warrants to purchase... shares of capital stock, that have been subject to the rights contained in Section 12 of this Agreement where such rights have either been exercised or waived or have expired in accordance with this Agreement; (ii) any securities issued pursuant to the 2003 Purchase Agreement or the Amended Purchase Agreement; (iii) the Hercules Common Warrant, the Hercules Preferred Warrant, and any securities issued or issuable upon exercise thereof (including any Common Stock issued or issuable upon conversion of the shares of Series A-2 Preferred issuable upon exercise of the Hercules Preferred Warrant); (iv) the Alta Warrant and any equity securities of the Company issued or issuable upon exercise thereof (including any Common Stock issuable upon conversion of the shares of Series A-2 Preferred issuable upon exercise of the Alta Warrant); (v) rights to acquire shares of Series A-2 Preferred offered pursuant to the Rights Offering and any shares of Series A-2 Preferred sold and issued in accordance therewith; (vi) any shares of the Company's capital stock issued or issuable upon conversion of the Series A-2 Preferred or any other right, option, or warrant outstanding as of the date of this Agreement (provided such other right, option, or warrant is described in Section 3.3 of the 2003 Purchase Agreement) to acquire shares of the Company's capital stock; (vii) securities issued by the Company in one or more transactions where the securities issued in the transaction or transactions have been unanimously approved by directors present at a properly noticed meeting of the board of directors or unanimously approved by a written consent of the directors as securities that should not be deemed to be "New Securities"; (viii) securities offered to the public by the Company pursuant to a registration statement filed under the Securities Act; (ix) securities issued to customers, commercial partners (including technology partners, marketing partners or distribution partners), vendors, lenders, and equipment lessors of the Company, other than in a transaction whose principal purpose is to raise additional working capital for the Company, provided that such issuance is unanimously approved by directors present at a properly noticed meeting of the board of directors or unanimously approved by a written consent of the directors; (x) securities issued in connection with the Company's acquisition of any business, product, or technology by way of merger, asset purchase, reorganization, or other means, -2- provided that such issuance is unanimously approved by directors present at a properly noticed meeting of the board of directors or unanimously approved by a written consent of the directors; (xi) shares of Common Stock (or options, warrants or rights therefor) granted or issued hereafter to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Company's board of directors or by the compensation committee of the board of directors; and (xii) securities issued in connection with any proportionate stock split, stock dividend or distribution, recapitalization, or similar event by the Company. View More

New Securities. Has, with respect to each of the Investors, the meaning set forth in the Investment Agreement to which it is a party.

New Securities. Any Common Stock or Convertible Securities, whether now authorized or not; provided, however, that "New Securities" shall not include: (i) securities issued as consideration for the acquisition of any assets, securities or business entity by the Company, whether by merger, purchase of assets or capital stock of such entity, reorganization or otherwise, provided such acquisition is approved by the Board, (ii) securities issued to employees, officers and directors of, and consultants and advisors... to, the Company, pursuant to any arrangement approved by the Board (including but not limited to Common Stock issued to any Other Shareholder pursuant to a Stock Option Agreement and Restricted Stock issued pursuant to any Restricted Stock Agreement), (iii) securities issued to any bank, subordinated debt lender, equipment lessor, landlord or other similar financial institution or creditor if and to the extent that the transaction in which such issuance is to be made is approved by the Board, (iv) securities issued pursuant to any rights or agreements, including, without limitation, securities issued upon exercise, conversion or exchange of any Convertible Securities, provided that the Company shall have complied, to the extent required, with the rights established by Section 7 with respect to the initial sale or grant by the Company of such rights or agreements, including, without limitation, Convertible Securities, (v) securities issued upon the exercise, conversion or exchange of any Convertible Securities outstanding on the date hereof (including but not limited to the Earn-Out Warrant), (vi) securities issued in connection with any stock split, stock combination, stock dividend, distribution or recapitalization by the Company, (vii) Common Stock issued in a Qualified IPO, or (viii) securities issued to any strategic vendor or partner in a transaction approved by the Board in which there is a substantial commercial aspect to the transaction. View More