Permitted Issuance

Permitted Issuance. Shall mean any issuance of Common Stock or other securities of the Company pursuant to or in connection with any of the following: (i) shares of Common Stock or options to purchase Common Stock issued or granted to officers, directors, employees or consultants of the Company and its subsidiaries, or, if approved by the Company's Board of Directors, to any other individual or entity for any purpose other than an equity financing of the Company; (ii) securities issued to financial institutions or... lessors in conjunction with a bona fide equipment financing, commercial credit arrangement or similar transaction, provided that such issuance is approved by the Company's Board of Directors; (iii) securities issued upon conversion of any convertible securities outstanding as of the date hereof; (iv) securities issued in connection with business combinations or corporate partnering agreements approved by the Company's Board of Directors; or (v) securities issued in connection with the Company's merger or acquisition of, by or into another corporation. View More

Permitted Issuance. Means any issuance of Equity Securities (i) to any director, prospective director, employee, prospective employee or consultant of or to the Company or any of its Subsidiaries pursuant to the Company's 2006 Stock Option Plan, any other equity incentive plan approved by the Board or any benefit plan approved by the Board not made for the purpose of raising capital, (ii) as a stock dividend or other pro rata distribution or upon any subdivision, split or combination of outstanding Stockholder... Shares, (iii) pursuant to an Initial Public Offering, (iv) issued as consideration in any merger, acquisition or joint venture with another business enterprise approved by the Board and the WCAS Majority Holders, not made for the purpose of raising capital, (v) by any Subsidiary of the Company to the Company or to any other Subsidiary of the Company, (vi) to any debt financing source of the Company (so long as such source is not an Affiliate of the Company (excluding CP IV and any of its Affiliates, but including WCAS X) or holder of ten percent (10%) or more of any class of Equity Securities of the Company and such debt financing is approved by the Board), in connection with a so-called "equity-kicker," and (vii) upon conversion, exchange or redemption of any outstanding convertible or exchangeable securities issued in accordance with the terms of this Agreement and the terms of such securities. View More

Permitted Issuance. The issuance by the Corporation of the following: (i) shares of Common Stock or Options issued or issuable in connection with any Approved Stock Plan, provided that the aggregate amount of Common Stock and Options issued and issuable under all such plans does not exceed ten percent (10%) of the then outstanding shares of Common Stock of the Corporation; (ii) shares of Common Stock issued upon conversion or exercise of any Options or Convertible Securities that are outstanding on the day... immediately preceding the Issuance Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Issuance Date to lower the conversion or exercise price thereof and so long as the number of shares of Common Stock underlying such securities is not otherwise increased; and (iii) shares of Common Stock issued in an underwritten public offering in which the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $10,000,000 View More

Permitted Issuance. Any issuance by the Company of Equity Securities (1) to officers, employees, directors or consultants of the Company and its subsidiaries pursuant to equity incentive plans approved by the Company's Board (including an Investor Director (as defined below) if one is serving on the Board at the time such equity plan is approved by the Board) and the securities issued upon exercise of such grants, (2) pursuant to the conversion or exchange of any securities issued to the Investor pursuant to or in... connection with the Securities Purchase Agreement or any other securities of the Company outstanding as of the date hereof into Capital Stock, or the exercise of any warrants or other rights issued to the Investor pursuant to or in connection with the Securities Purchase Agreement or any other warrants or rights outstanding as of the date hereof to acquire Capital Stock; (3) pursuant to a bona fide firm commitment underwritten public offering; (4) in connection with a joint venture, strategic alliance or other commercial relationship with any Person (including Persons that are customers, suppliers and strategic partners of the Company) relating to the operation of the Company's business and for which a primary purpose thereof is not raising capital; or (5) in connection with any office lease or equipment lease or similar equipment financing transaction approved by the Board in which the Company obtains from a lessor or vendor the use of such office space or equipment for its business. View More