Permitted Issuances

Permitted Issuances. Means (a) issuances of options to employees, officers or directors of the Issuer pursuant to any compensatory stock option plan existing on the date hereof (and not amended to increase the shares available thereunder) if such grants were duly approved by a majority of the non-employee members of the Board of Directors of the Issuer or a majority of the members of a committee of non-employee directors established for such purpose and such options have an exercise price in excess of the closing... bid price of the Common Stock on the date of grant; (b) issuances of securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issue Date, provided that such securities have not been amended since the Original Is sue Date to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities; (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Issuer and in which the Issuer receives benefits in addition to the investment of funds, but shall not include a transaction in which the Issuer is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (d) shares of Common Stock to be issued upon exercise of the Warrants. View More

Permitted Issuances. Means (i) shares of Common Stock or the Derivative Securities therefor issued by reason of a dividend, stock split, split-up, conversion or other distribution on shares of Common Stock; (ii) the issuance of securities pursuant to the conversion, exercise, or exchange of Derivative Securities outstanding on the date hereof; (iii); (iv) shares of Common Stock issued in the IPO; or (v) securities of the Company that otherwise are excluded by the affirmative vote or consent of the... Investor View More

Permitted Issuances. Means: (1) Securities issued (other than for cash) in connection with a merger, acquisition or consolidation; (2) Shares of Common Stock issued pursuant to (A) a dividend or other distribution on outstanding Common Stock of the Issuer, (B) a subdivision of outstanding shares of Common Stock into a greater number of shares of Common Stock, or (C) a combination of outstanding shares of Common Stock into a smaller number of shares of Common Stock; (3) Securities issued or issuable... pursuant to any Issuer stock option plan, stock purchase plan, or other equity incentive plan or agreement approved by the Board; (4) Securities issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions approved by the Board; (5) Securities issued pursuant to a bona fide, firm underwritten public offering of the Issuer's securities; (6) Securities issued or issuable pursuant to the conversion or exercise of convertible securities issued or outstanding on or prior to the date hereof and not amended after the date hereof, pursuant to the conversion of the Series C Convertible Preferred Stock, or pursuant to the Purchase Agreement or that certain Exchange Agreement dated as of April 3, 2008, by and among the Issuer and the holders signatory thereto (the "Exchange Agreement"); (7) Securities convertible into Common Stock issued in lieu of cash interest payments to holders of the Issuer's securities entitled to interest; (8) Securities issued in connection with bona fide strategic collaborations, development agreements or licensing transactions approved by the Board; (9) Securities issuable as a result of the application of similar antidilution provisions in respect of any other Securities; (10) Securities issued to any placement agent and/or its designees in connection with any offering or financing of the Issuer; (11) Securities issued by way of dividend or other distribution, or upon the exercise or conversion of, any securities included in this definition of Permitted Issuances; and (12) Such additional Securities that are designated in writing as included in this definition of Permitted Issuances by the holders of a majority of the Warrants. View More

Permitted Issuances. : (1) Shares of Common Stock issued pursuant to (A) a dividend or other distribution on outstanding Common Stock of the Company, (B) a subdivision of outstanding shares of Common Stock into a greater number of shares of Common Stock, or (C) a combination of outstanding shares of Common Stock into a smaller number of shares of Common Stock; (2) Shares of Common Stock and options therefor, issued to directors, officers, employees or consultants of the Company and/or its subsidiaries and... affiliates pursuant to a stock option plan, stock purchase plan, or other equity incentive plan or agreement, approved by the board of directors of the Company; (3) Capital Stock issued in connection with bona fide acquisition transactions approved by the board of directors of the Company; (4) Capital Stock issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions approved by the board of directors of the Company; (5) Common Stock issued or issuable upon conversion of Series A Preferred Stock of the Company or exercise of the Company's Series A-1 Warrants or Series A-2 Warrants; -13- (6) Common Stock issued pursuant to the Company's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement on Form S-1 under the Securities Act, with aggregate proceeds to the Company of not less than $10,000,000 (before deducting any discounts, commissions or other expenses allowed, paid or incurred by the corporation for any underwriting); (7) Common Stock issuable upon commitments, warrants, options, convertible securities or other agreements to issue Common Stock outstanding as of the date hereof; (8) Capital stock issued in connection with strategic collaborations, development agreements or licensing transactions approved by the board of directors of the Company; (9) Securities issuable in respect of any shares, options, warrants, or convertible securities as a result of the application of similar antidilution provisions contained therein; (10) The issuance of any securities to any placement agent in connection with the transactions contemplated by the Stock Purchase Agreement (11) Securities issued by way of dividend or other distribution on shares included in this definition of Permitted Issuances; and (12) Such additional securities that are designated in writing as included in this definition of Permitted Issuances by the holders of majority of the Company's Series A Warrants. View More

Permitted Issuances. Means the issuance and sale of the Preferred Stock expressly contemplated by the Original Purchase Agreement and the Series D Purchase Agreement.

Permitted Issuances. Means (i) the issuance of the Warrant Stock; (ii) issuances in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital; (iii) when approved by the Company's Board of Directors or by a committee of the Board of Directors the majority of whom are independent directors, the (A) issuances and/or (B) grant of stock options or warrants to purchase shares of Common Stock,... whether the grants of such options or warrants are made under the Company's Employee Stock Option Plan or its 2006 Stock Award or any stock award and incentive plan, as they now exist, or hereafter adopted or otherwise so long as such issuances in the aggregate do not exceed ten percent (10)% of the issued and outstanding shares of Common Stock as of the Original Issue Date, to the Company's officers, directors, employees and consultants and to suppliers of goods and/or services to the Company; (vi) securities issued upon the exercise, conversion or -16- exchange of any Common Stock Equivalents outstanding on the Original Issue Date at the conversion price set forth therein as of the Original Issue Date; (vii) issuance of Series A Preferred Stock pursuant to the Purchase Agreement, or Common Stock issued upon conversion thereof; (viii) issuance of Series A-1 Convertible Preferred Stock at the conversion price set forth therein as of the Original Issue Date and Series A-2 Convertible Preferred Stock at the conversion price set forth therein as of the Original Issue Date, as adjusted by the anti-dilution provisions in effect on the Original Issue Date, or Common Stock issued upon the conversion of such Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock; (ix) any warrants issued to Burnham Hill Partners, a division of Pali Capital Inc., or any other person or entity for services in connection with the transactions contemplated by the Purchase Agreement at the conversion price set forth therein as of the Original Issue Date, as adjusted by the anti-dilution provisions in effect on the Original Issue Date, and the shares of Common Stock issued upon exercise thereof; (x) warrants issued to Ron Lipstein and Steven Katz in connection with the agreements terminating their employment with the Company at the price set forth therein on the Issuance Date; (xi) issuance of Series D-2 Convertible Preferred Stock, or Common Stock issued upon the conversion of such Series D-2 Convertible Preferred Stock; or (xii) the exchange of warrants outstanding prior to the Original Issue Date for shares of Common Stock or the Company's other equity securities. View More

Permitted Issuances. Means: (i) provided such security is issued at a price greater than or equal to the Warrant Price then in effect; (a) issuances of options, stock grants or bonus shares issued to employees, officers or directors of the Issuer pursuant to any compensatory stock option plan existing on the date hereof (and not amended to increase the shares available thereunder) if such grants were duly approved by a majority of the non-employee members of the Board of Directors of the Issuer or a majority of the... members of a committee of non-employee directors established for such purpose and such options have an exercise price in excess of the Per Share Market Value on the date of grant; (b) issuances of securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issue Date, provided that such securities have not been amended since the Original Issue Date to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities; and (c) shares of Common Stock issued upon conversion of the Loan; and (ii) shares of Common Stock issued upon conversion in accordance with its terms of the Company's 10% Convertible Note in the original principal amount of $400,000 issued to Gemini Master Fund, Ltd (the "Gemini Loan"). View More

Permitted Issuances. Means (i) the granting of options to purchase shares of Common Stock (or the issuance of Common Stock upon the exercise thereof) pursuant to the Company's stock option plan, which grants were approved by the Board (or a committee thereof), including at least one NMP Director, (ii) the issuance of any shares of Common Stock pursuant to a stock dividend or upon any stock split or other subdivision or combination of shares of the Company's capital stock, (iii) the issuance of any shares of Common... Stock or Convertible Securities as consideration for the acquisition by the Company or any subsidiary of the Company of another business entity or interest therein (including a joint venture or strategic alliance) by merger, purchase of substantially all the assets or other business combination or investment, in each case, which was approved by the Board, including at least one NMP Director, and (iv) the issuance of any shares of Common Stock or Convertible Securities to directors, officers, employees or consultants of the Company, in connection with their service as directors of the Company, their employment by the Company or their service as a consultant to or officer of the Company, which issuance was approved by the Board, including at least one NMP Director. View More

Permitted Issuances. Shall mean any issuance of capital stock of the Company which constitutes a Permitted Preferred Equity Issuance (as such term is defined in Amendment No. 3, dated February 16, 2004, to the Financing Agreement).

Permitted Issuances. (1) issuances of shares of Common Stock or options to employees, officers, directors or consultants of the Issuer duly approved by a majority of the non-employee members of the Board of Directors of the Issuer or a majority of the members of a committee of non-employee directors established for such purpose, that would otherwise cause an adjustment to the Warrant Price hereunder, to the extent the same do not, in the aggregate (and on an as-converted basis), exceed 10% of the issued and... outstanding shares of Common Stock on the date hereof; (2) issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issuance Date, provided that such securities have not been amended since the Original Issuance Date to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities; (3) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors, but not including a transaction with an entity whose primary business is investing in securities or a transaction, the primary purpose of which is to raise capital; (4) the exercise of any of the Warrants; (5) the issuance of securities pursuant to any equipment financing or commercial business arrangement with one or more banks or similar financial or lending institutions approved by the Board of Directors to the extent such issuances do not, in the aggregate, exceed two percent (2%) of the issued and outstanding shares of Common Stock on the date hereof; (6) the issuance of Interest Shares (as defined in the Notes); and (7) securities issued in any transaction that is approved in writing by the Holders of Warrants, substantially in the form of this Warrant and issued on the Original Issuance Date (including this Warrant), exercisable for at least two-thirds of the shares of Warrant Stock issuable under such Warrants (without regard to the limitations set forth in Section 8 hereof) View More