Offered Securities

Offered Securities. Means (i) any shares of Common Stock, (ii) any other equity securities of the Company, including, without limitation, shares of preferred stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt securities convertible into capital stock of the Company.

Offered Securities. Shall have the meaning set forth in Paragraph 17(b)(i).

Offered Securities. Means (a) any Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock or other Company Stock or Convertible Securities, (b) any equity or debt security or stock option convertible into, or exercisable or exchangeable for, with or without consideration, any of the securities described in clause (a) above (including any option to purchase or warrant exercisable for the purchase of such security), (c) any security carrying a right to... subscribe to or purchase any security of the Company entitling the holder thereof to participate in dividend distributions or in the distribution of assets upon the liquidation, dissolution or winding up of the Company, (d) any phantom stock or stock appreciation right and (e) any right to acquire the securities described in 2 clauses (a) through (d) hereof, provided, however, that "Offered Securities" does not include (i) shares of Common Stock issued pursuant to (1) the exercise of the stock options granted pursuant to the Company's 2004 Stock Option Plan, as amended from time to time, exercisable for up to eighteen percent (18%) of the Common Stock (calculated on a Fully-Diluted Basis) as of the completion of the sale of Series C Preferred Stock, plus options to purchase up to 115,429 shares of Common Stock granted prior to October 1, 2005 (collectively, with the Corporation's 2004 Stock Option Plan, the "Plan"), or (2) stock options issued or granted after the date hereof pursuant to the Plan, to the extent that any stock options or restricted stock awards previously granted pursuant to the foregoing clause (1) are canceled or expire unexercised or are repurchased at cost upon termination of employment or the applicable consulting arrangement with the Company; provided, that in each of the foregoing cases, such issuances and grants are approved by the Board, including a majority of the directors appointed pursuant to Section 4.1(b)(i) below (ii) shares of Common Stock issued in a bona fide, firmly underwritten public offering registered under the Securities Act, pursuant to a registration statement on Form S-1; (iii) shares of Common Stock issued upon exercise or conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series C-1 Preferred Stock, or any option, warrant or other convertible security outstanding, and as in effect, on the date hereof; (iv) shares of Series C Preferred Stock issued under the Purchase Agreement and the shares of Common Stock issuable upon conversion of such shares, and shares of Series C-1 Preferred Stock issuable upon exercise of the Warrants and shares of Common Stock issuable upon conversion of such shares; (v) shares of Series C Preferred Stock (or shares of Common Stock issued upon exercise or conversion of the such Series C Preferred Stock) issuable in accordance with the warrant to be issued to Kevin Rakin pursuant to the Employment Agreement by and between the Company and Kevin Rakin; (vi) up to 174,214 shares of Common Stock or Series C-1 Preferred Stock (and shares of Common Stock issued in the event of any conversion of such Series C-1 Preferred Stock) to third parties as compensation for services in connection with the completion of the initial sale of the Series C Preferred Stock and (vii) shares of Common Stock (or options and warrants exercisable therefor), not issued for equity financing purposes, to strategic partners or other third parties in connection with commercial credit arrangements, equipment leases or debt financings, strategic partnerships, licensing arrangements or other similar transactions, the terms of which are approved by the Board, including a majority of the directors appointed pursuant to Section 4.1(b)(i) below then serving. View More

Offered Securities. The meaning set forth in the second paragraph of this Agreement

Offered Securities. Except for Excluded Securities, (a) any shares of Common Stock, Preferred Stock or any other equity security of the Corporation, (b) any debt security or capitalized lease with any equity feature with respect to the Corporation or (c) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security, debt security or capitalized lease

Offered Securities. Any Company Stock or Convertible Securities, provided, however, that "Offered Securities" does not include (a) shares of Company Stock or Convertible Securities actually issued upon the exercise of options or shares of Company Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such option or Convertible Security; (b) shares of Common Stock or Preferred Stock issued in connection with a split or... subdivision of, or a dividend or other distribution on, the outstanding shares of Common Stock or Preferred Stock; (c) Management Securities; (d) shares of Common Stock issued in an underwritten public offering registered under the Securities Act; (e) shares of Common Stock, options or Convertible Securities 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 that is approved by the Board; (f) shares of Common Stock, options or Convertible Securities issued pursuant to an acquisition by the Company or a joint venture that is approved by the Board; and (g) shares of Common Stock, options or Convertible Securities issued in connection with sponsored research, collaboration, technology license, development, marketing or other similar agreements or strategic partnerships that are approved by the Board View More

Offered Securities. The Shares