Common use of New Issue Clause in Contracts

New Issue. (i) any shares of equity securities, whether authorized now or not; (ii) any rights, options or warrants to purchase equity securities; and (iii) any securities that are, or may become, convertible into or exchangeable for Common Stock or other equity securities; provided that, the term “New Issue” does not include: (A) any securities offered to the public pursuant to a registration statement approved by the Board and filed pursuant to the Securities Act (provided, that the Registration Rights Agreement shall not have then been terminated); (B) any securities issued as acquisition consideration in connection with the acquisition of another Person by the Company by merger, stock purchase, purchase of substantially all the assets of such Person or otherwise or other reorganization approved by the Board; (C) any securities issued in connection with any borrowings by the Company or any of its Subsidiaries from recognized financial institutions that are not affiliated with any Stockholder, which are approved by the Board, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument; (D) any securities issued in connection with any equipment leases in the ordinary course of business that are approved by the Board; (E) any shares of Common Stock or other securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option plan, stock purchase plan, stock bonus arrangement or other similar plan approved by the Board; (F) any securities issued in connection with any stock split, reverse stock split, stock dividend, merger, recapitalization or other similar event if an adjustment has been made to the shares held by all Stockholders as a result of such event and (G) with the consent of Logan’s then current chief executive officer, one or more sales of securities to any Third Party Investor not exceeding $10 million in the aggregate. Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Registration: the closing of a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended.

New Issue. (i) any shares of equity securities, whether authorized now or not; (ii) any rights, options or warrants to purchase equity securitiesshares of Common Stock; and (iii) any securities that are, or may become, convertible into or exchangeable for Common Stock or other equity securitiesStock; provided that, the term “New Issue” does not include: (A) any securities offered to the public pursuant to a registration statement approved by the Board and filed pursuant to the Securities Act (provided, that the Registration Rights Agreement shall not have then been terminated)Act; (B) any securities issued as acquisition consideration in connection with the acquisition of another Person by the Company by merger, stock purchase, purchase of substantially all the assets of such Person or otherwise or other reorganization approved by the Board; (C) any securities issued in connection with any borrowings borrowings, direct or indirect, from financial institutions by the Company or any of its Subsidiaries from recognized financial institutions that are not affiliated with any Stockholder, which are approved by the Board, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument; (D) any securities issued in connection with any equipment leases in the ordinary course of business that are approved by the Board; (E) any shares of Common Stock or other securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option plan, stock purchase plan, stock bonus arrangement or other similar plan approved by the Board; and (F) any securities issued in connection with any stock split, reverse stock split, stock dividend, merger, recapitalization or other similar event if an adjustment has been made to the shares held by all Stockholders as a result of such event and (G) with the consent of Logan’s then current chief executive officer, one or more sales of securities to any Third Party Investor not exceeding $10 million in the aggregateevent. Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including including, without limitation, a government or political subdivision or an agency or instrumentality thereof. Public Sale: any sale of Common Stock to the public pursuant to an offering registered under the Securities Act or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 under the Securities Act. Registration: the closing of a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended.