Common use of Exempt Issuance Clause in Contracts

Exempt Issuance. Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of i. the issuance of Common Stock pursuant to a stock split, subdivision, combination or re-classification which is governed by Section 3(a) hereof, for which adjustment has already been made pursuant to Section 3(a) hereof; ii. Common Stock issuable or issued to employees, consultants or directors of the Corporation for the primary purpose of soliciting or retaining their employment or services directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Corporation, provided that the granting of options or rights pursuant to this clause are in the ordinary course of business and are usual and customary; iii. shares of Common Stock or options or warrants to purchase Common Stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, provided such issuances are approved by the Board of Directors of the Company and shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; iv. Common Stock issued in connection with bona fide acquisitions, mergers or similar transactions and approved by the Board of Directors of the Company, provided that this shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital; v. the granting of any Credit Agreement Warrant; or vi. the issuance of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Initial Exercise Date or any Credit Agreement Warrant.

Exempt Issuance. Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of i. the issuance of Common Stock pursuant to a stock split, subdivision, combination or re-classification which is governed by Section 3(a) hereof, for which adjustment has already been made pursuant to Section 3(a) hereof; ii. Common Stock issuable or issued to employees, consultants or directors of the Corporation for the primary purpose of soliciting or retaining their employment or services directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Corporation, provided that the granting of options or rights pursuant to this clause are in the ordinary course of business and are usual and customary; iii. shares of Common Stock or options or warrants to purchase Common Stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, provided such issuances are approved by the Board of Directors of the Company and shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; iv. Common Stock issued in connection with bona fide acquisitions, mergers or similar transactions and approved by the Board of Directors of the Company, provided that this shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital; v. the granting of any Credit Agreement Warrant; Warrant or vi. the issuance of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Initial Exercise Date or any Credit Agreement Warrant.

Exempt Issuance. Notwithstanding For the foregoingpurposes of this Warrant, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of i. “Exempt Issuance” means the issuance of (a) shares of Common Stock pursuant to a stock splitStock, subdivision, combination options or reother equity-classification which is governed by Section 3(a) hereof, for which adjustment has already been made pursuant to Section 3(a) hereof; ii. Common Stock issuable or issued based awards to employees, officers, consultants or directors of the Corporation for the primary purpose of soliciting or retaining their employment or services directly or Company pursuant to a any stock or option plan or restricted stock plan approved duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the Corporationmembers of a committee of non-employee directors established for such purpose, provided that (b) securities upon the granting exercise or exchange of options or rights pursuant to this clause are in the ordinary course of business and are usual and customary; iii. exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof, provided that such securities have not been amended since date hereof to increase the number of such securities or options to decrease the exercise price, exchange price or warrants conversion price of such securities, (c) securities issued pursuant to purchase Common Stockacquisitions or strategic transactions (including without limitation, issued to financial institutions or lessors in connection with commercial credit arrangementssponsored research, equipment financings collaboration, technology license, development, distribution, marketing, or similar transactionsarrangement or alliance) approved by a majority of the disinterested directors of the Company, provided that any such issuances are approved by issuance shall only be to a Person (or to the Board equityholders of Directors a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall not provide to the Company additional benefits in addition to the investment of funds, but shall not, for the purposes of this clause (c), include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; iv. , (d) securities upon the exercise of the Company’s Series B Warrants issued on the Original Issue Date (including shares of Common Stock issuable upon the exercise of the additional Warrants issuable upon the exercise of such Series B Warrants), (e) securities issued in connection with bona fide acquisitionsor issuable to parties providing equipment leases, mergers real property leases, credit lines or similar transactions and pursuant to debt financing or commercial arrangements approved by a majority of the Board of Directors disinterested directors of the Company, provided and (f) securities issued in transactions that this shall not include a transaction in which are included within the Company is issuing securities primarily for definition of an “Exempt Issuance” by the purpose of raising capital; v. the granting of any Credit Agreement Warrant; or vi. the issuance of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as approval of the Initial Exercise Date or any Credit Agreement WarrantRequired Holders.