Exclusion of Certain Shares Clause Samples
The Exclusion of Certain Shares clause defines which shares are not subject to the terms or provisions of a particular agreement or transaction. In practice, this clause might specify that shares issued after a certain date, shares held by specific parties, or shares acquired under particular circumstances are excluded from rights such as tag-along, drag-along, or preemptive rights. By clearly identifying which shares are excluded, this clause ensures clarity for all parties and prevents disputes over the applicability of rights or obligations to certain classes or issuances of shares.
Exclusion of Certain Shares. Offered Shares shall not include (i) shares of Common Stock issuable pursuant to plans, options, warrants or rights outstanding on the date hereof or contemplated by this Agreement or the Memorandum, (ii) shares of capital stock issued pursuant to an effective Registration Statement, (ii) shares of capital stock issued in connection with the acquisition by the Company of another corporation or other entity by merger, purchase of all or substantially all of the assets or otherwise, or (iv) shares of capital stock issued other than for cash in connection with a strategic business transaction.
Exclusion of Certain Shares. Notwithstanding any contrary provision of this Section 6, Offered Shares shall not include (i) shares of Common Stock issuable upon conversion of the Preferred Stock, (ii) shares of Common Stock issued or issuable upon exercise of the Warrants (iii) shares of Common Stock issued or issuable as a dividend or distribution by the Company, (iv) shares of capital stock issued to employees, officers or directors pursuant to options, warrants or rights outstanding on the date hereof, pursuant to plans approved by the Board of Directors or pursuant to arrangements permitted under this Agreement, (v) shares of capital stock issued as consideration for the acquisition of a business or (vi) shares of capital stock issued in a transaction or series of related transactions in which the Company receives consideration of less than $500,000 and in which the purchase price per share is not less than the then-applicable conversion price per share of the Series D Preferred Stock, provided that the aggregate amount of all such transactions shall not exceed $500,000 per year.
Exclusion of Certain Shares. Offered Shares shall not include (i) --------------------------- shares of Common Stock issuable upon the exercise of warrants outstanding on the date hereof, (ii) shares of capital stock issued to employees, officers or directors pursuant to options, warrants or rights outstanding on the date hereof or pursuant to plans approved by the board of directors pursuant to Section 5, (iii) shares of capital stock issued pursuant to an effective registration statement under the Securities Act, (iv) shares of capital stock issued in connection with the acquisition by the Company of another corporation by merger, purchase of all or substantially all the assets or otherwise, provided that the Company acquires no less than a majority of the equity of such corporation or (v) transactions for amounts less than $500,000 where the purchase price per share of Common Stock is no less than the then current Trigger Price (as defined in the Warrants), provided that the aggregate value of all such transactions may not exceed $1.5 million.
Exclusion of Certain Shares. Notwithstanding any contrary provision of this Section 10, Future Shares shall not include Additional Shares of Common Stock, Warrant Shares (as defined in the PCF Warrant Agreement), shares issued by the Corporation as consideration in acquisitions permitted by the Purchase Agreements, or shares issued in connection with a Liquidity Event.
Exclusion of Certain Shares. Offered Shares shall not include (i) shares of Common Stock issuable upon the exercise of warrants outstanding on the date hereof, (ii) shares of capital stock issued to employees, officers or directors pursuant to options, warrants or rights outstanding on the date hereof or pursuant to plans approved by the Board pursuant to Section 5, (iii) shares of capital stock issued pursuant to an effective registration statement under the Securities Act, (iv) shares of capital stock issued in connection with the acquisition by the Company of another corporation by merger, purchase of all or substantially all the assets or otherwise, provided that the Company acquires no less than a majority of the equity of such corporation (v) transactions for amounts less than $500,000 where the purchase price per share of Common Stock is no less than the then current Trigger Price as defined below, provided that the aggregate value of all such transactions may not exceed $1.5 million; or (vi) shares offered in a Qualified Public Offering. The “Trigger Price” shall initially be $167 per share of Class A Common Stock (before giving effect to a 50-for-1 stock split effected in June 2000 or equivalent to $3.34 after giving effect to such stock split) and shall be adjusted and readjusted from time to time as provided in the Parthenon Group Warrants and, as so adjusted and readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by the Parthenon Group Warrants.
Exclusion of Certain Shares. The term “Shares” shall not include any shares of 1st Financial Common Stock that are held by the Stockholder only as a trustee or fiduciary for others, and this Agreement is not intended to affect the exercise by the Stockholder of his or her fiduciary responsibility in respect of any such shares.