Permitted Securities

Permitted Securities. (i) this Warrant and the Note issued pursuant to the Loan Agreeiment, (ii) the Qualified Financing Conversion Stock issued in connection with the Qualified Financing, (iii) the shares of Qualified Financing Conversion Stock or 3 Common Stock issuable upon the exercise of this Warrant or the conversion of the Note, (iv) shares of Common Stock issued upon exercise of Options or Convertible Securities... outstanding as of the Closing Date, and (v) shares of Common Stock and Convertible Securities and Options issued after the Closing Date pursuant to the Ivivi Technologies, Inc. 2009 Equity Incentive Plan; PROVIDED that the aggregate number of shares of Common Stock (calculated on an as converted into Common Stock basis) that qualify as "Permitted Securities" pursuant to this CLAUSE (V) that are at any one time outstanding shall not exceed 3,750,000 (as appropriately adjusted from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Common Stock). View More

Permitted Securities. Shall mean (i) the Convertible Notes and Warrants issued or to be issued pursuant to the Purchase Agreement, (ii) the shares of capital stock issuable upon conversion of the Convertible Notes, (iii) the shares of Common Stock issuable upon conversion of the Preferred Stock, (iv) the shares of capital stock issuable upon exercise of the Warrants ( and any Common Stock into which such capital stock is convertible), (v)... shares of Common Stock issuable upon exercise of warrants outstanding on the date hereof, (vi) up to 2,305,356 shares of Common Stock (or options, warrants or rights therefor) (such number of shares to be calculated net of any repurchases and cancellations of such shares by the Company and net of any such expired or terminated options, or rights and to be proportionally adjusted to reflect any stock splits, stock dividends, recapitalizations or the like) granted, issued or issuable to employees, officers, directors, contractors, consultants or advisers to the Company pursuant to the Company's 2004 Equity Incentive Plan, or non-plan option agreements or other arrangements approved by the Board of Directors of the Company; (vii) shares of Common Stock, or options, warrants or rights to purchase Common Stock, issued to financial institutions or lessors in connection with equipment lease financing arrangements, real estate leases, credit arrangements, debt financings or other similar commercial transactions approved by the Company's Board of Directors; (viii) shares of Common Stock issuable upon exercise of options, warrants, convertible securities or rights to purchase any securities of the Company outstanding as of the date of this Warrant and any securities issuable upon the conversion thereof; (ix) Shares of Common Stock, or options, warrants or rights to purchase Common Stock, issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (x) shares of Common Stock issued or issuable by the Company in a public offering prior to or in connection with which all outstanding shares of the Company's Preferred Stock will be converted to Common Stock; and (xi) warrants or options to purchase Common Stock or Preferred Stock issued to independent consultants and/or non-employee directors provided that such consultants or directors provide bona fide services to the corporation and that each such issuance is approved by the Board of Directors. View More

Permitted Securities. Means (i) the Series B Preferred and Warrants issued or to be issued pursuant to the Purchase Agreement, (ii) the Conversion Shares issuable upon conversion of the Series B Preferred, (iii) the Warrant Shares issuable upon exercise of the Warrants, (iv) shares of Common Stock and Common Stock Equivalents issued after the date hereof (other than any such Common Stock and Common Stock Equivalents issued pursuant to Common Stock Equivalents outstanding on the date hereof) pursuant to the Company's... 2005 Stock Option Plan or any other employee option, stock purchase or similar plan approved by the Board of Directors of the Company after the date hereof; provided that the aggregate number of shares of Common Stock (calculated on an As Converted Basis) that qualify as "Permitted Securities" pursuant to this clause (iv) that are at any one time outstanding shall not exceed 1,500,000 (as appropriately adjusted from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Common Stock), (v) shares of Common Stock and Common Stock Equivalents issued as purchase price consideration for acquisitions by the Company of businesses or assets of any third Person in bona fide transactions for consideration per share of Common Stock (or deemed consideration per share) equal to or greater than $2.00 (as appropriately adjusted from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Common Stock), (vi) shares of Common Stock and Common Stock Equivalents issued on or prior to January 31, 2006 as purchase price consideration for acquisitions by the Company of businesses or assets of any third Person in bona fide transactions for consideration per share (or deemed consideration per share) of Common Stock less than $2.00 (as appropriately adjusted from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Common Stock); provided that the aggregate number of shares of Common Stock (calculated on an As Converted Basis) that qualify as "Permitted Securities" pursuant to this clause (vi) that are at any one time outstanding shall not exceed 2,000,000 (as appropriately adjusted from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Common Stock), (vii) shares of Common Stock and Common Stock Equivalents issued in consideration for the provision of bona fide services (other than financial advisory or M&A advisory services in connection with acquisitions by the Company of other Persons or businesses) or debt financings (including capital leases) to the Company by non-affiliates; provided that the aggregate number of shares of Common Stock (calculated on an As Converted Basis) that qualify as "Permitted Securities" pursuant to this clause (vii) that are at any time outstanding shall not exceed 500,000 (as appropriately adjusted from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Common Stock) and (viii) the warrants to purchase Common Stock issued to each of Banner Capital Markets and Green 3 Holcomb and Fisher LLC pursuant to the Letter Agreement (as defined in the Purchase Agreement) in connection with the transactions contemplated by the Purchase Agreement. View More

Permitted Securities. Means (i) the Series B Preferred and Warrants issued or to be issued pursuant to this Agreement, (ii) the Conversion Shares issuable upon conversion of the Series B Preferred, (iii) the Warrant Shares issuable upon exercise of the Warrants, (iv) shares of Common Stock and Common Stock Equivalents issued pursuant to the Company's 2005 Stock Option Plan or any other employee option, stock purchase or similar plan approved by the Board of Directors of the Company after the date hereof, (v) shares... of Common Stock and Common Stock Equivalents issued as purchase price consideration for acquisitions by the Company of businesses or assets of any third Person in bona fide transactions, (vi) shares of Common Stock and Common Stock Equivalents issued in consideration for the provision of bona fide services or debt financings (including capital leases) to the Company by non-affiliates and (vii) the warrants to purchase Common Stock issued to each of Banner and GHF in connection with the transactions contemplated by this Agreement pursuant to the Letter Agreement. View More

Permitted Securities. Securities of any Credit Party or other Person, the payment of which is subordinated, at least to the extent and substantially on the terms set forth in this Agreement, to the prior payment in full of all then outstanding Senior Obligations and to any securities issued in respect of any Senior Obligations under any plan of partial or complete liquidation, reorganization, readjustment, arrangement, composition or extension.

Permitted Securities. Means Common Stock or other capital stock of the Company issued after the Effective Date in connection with equity investments in the Company or its subsidiaries or acquisitions for which the Company's board of directors has approved the granting of registration rights.