definiens: shall mean any capital stock of the Company, whethernow authorized or not, and rights, options, or warrants to purchase said capital stock, andsecurities of any type whatsoever that are, or may become, convertible into said capital stock;provided, however, that does not include ( i ) securities issuable uponconversion of or with respect to Series A Preferred Stock or Series B Preferred Stock ; ( ii ) theWarrant Shares ( as defined in Section 5.2 hereof ) issuable under Section 5 of this Agreement;(iii ) securities issued pursuant to an acquisition by the Company by merger, purchase ofsubstantially all of the assets, or other reorganization whereby the Company owns more thanfifty percent ( 50 % ) of the voting power of such entity ; ( iv ) shares of the Company 's CommonStock ( or related options ) issued to employees, directors or consultants of the Company pursuantto any employee stock offering, plan, or arrangement approved by the Board of Directors ; ( v)shares of the Company 's Common Stock or Series A or Series B Preferred Stock issued inconnection with any stock split, stock dividend, or similar recapitalization by the Company ; ( vi)securities issued pursuant to equipment or debt financing or leases which are approved by theCompany 's Board of Directors ; ( vii ) securities issued pursuant to any corporate partnering, strategic alliance, joint venture or licensing arrangement between the Company and a third party;or ( viii ) securities issued by the Company other than for cash or cash equivalents . TheCompany agrees that it shall give Michigan notice of the issuance of any of its securities underthe circumstances described in the foregoing clauses ( vi ), ( vii ) and ( viii ) not more than thirty(30 ) days after the date of such issuance, which notice shall describe the securities issued andthe consideration received therefor