definiens: shall mean all shares of Common Stock issued ( or, pursuant to Subsection 4.4.3 belo w, deemed to be issued ) by the Corporation after th e Series D Original Issue Date and assuming, for this purpose, that all issued and outstanding shares of Series D -1 Preferred Stock have been converted into Series D Preferred S tock pursuant to Subsection 5.1.3 on the Series D O riginal Issue Date, other than ( 1 ) the following shares of Common Stock and ( 2 ) shares of Common Stock deemed issued pursuant to the following Options and Conver tible Securities ( clauses ( 1 ) and ( 2 ), collectively, ): ( i ) shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Preferred Stock ; ( ii ) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split - up or other distr ibution on shares of Common Stock that is covered by Subsection 4.5, 4.6, 4.7 or 4.8 ; ( iii ) shares of Common Stock or Options issued to e mployees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including t he Preferred Stock Director ; ( iv ) shares of Common Stock issued in connection with th e listing of the Common Stock on a National Securities Exchange ( as defined in Subsection 5.1.1(a ) ) ; ( v ) shares of Common Stock or Convertible Securitie s actually issued upon the exercise of Options or shares of Common Stock actua lly issued upon the conversion or exchange of Convertible Securities, i n each case provided such issuance is pursuant to the terms of such Option or Convertible Security ; ( vi ) shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of t he Corporation, including the Preferred Stock Director ; ( vii ) shares of Common Stock, Options or Convertibl e Securities issued to suppliers or third party service providers in conne ction with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Corporation, including t he Preferred Stock Director ; ( viii ) shares of Common Stock, Options or Convertible Secu rities issued pursuant to the acquisition of another corporation by the Co rporation by merger, purchase of substantially all of the assets or othe r reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Corporation, including the Preferr ed Stock Director ; or ( ix ) shares of Common Stock, Options or Convertible Securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreem ents or strategic partnerships approved by the Board of Directors of the Corporation, including the Preferred Stock Director