True-Up Shares. The amount of True-Up Balance to be added to the Outstanding Balance is calculated as follows: Number of True-Up Shares (_____) * high trade price on the Conversion Date ($_.__)= ____________ True-Up Balance Xxxxxx delivered in name of: VISTA CAPITAL INVESTMENTS, LLC Signature: By: Title: Vista Capital Investments, LLC
True-Up Shares. 7.1 If, at any time (other on the Second Completion Date or the Deferred Issuance Date) and always within the True-Up Period:
True-Up Shares. The Investor shall be entitled to additional shares of Common Stock (“True-Up Shares”), if during the five trading days after the date of the Draw Down Notice (the “True-Up Calculation Period”), the Market Price of the Common Stock shall be less than the Market Price during the relevant Pricing Period. The amount of shares the Investor shall be entitled to receive shall be equal to:
True-Up Shares. (a) Within ten (10) business days after the consummation of a Loan Satisfaction Transaction, Pappajohn, Sxxxxxxx and Wxxxxx (as the CCS Stockholder Representative) shall execute and deliver to the PATY Debt Escrow Agent a Disbursement Notice (as defined in the PATY Debt Escrow Agreement) that provides for the distribution from escrow to the holders of CCS Capital Stock, in accordance with Section 2.2(f) of the Merger Agreement, an amount of Escrow Shares (as defined in the PATY Debt Escrow Agreement) equal to the lesser of (i) the product of (A) the number of shares of PATY Common Stock issued or issuable as a result of each Loan Satisfaction Transaction and (B) the Applicable Multiplier (as defined below) and (ii) the balance of the Escrow Shares (as defined in the PATY Debt Escrow Agreement) on the date of the Loan Satisfaction Transaction (the shares received by holders of CCS Capital Stock pursuant to this Section 1.3(a) are hereinafter referred to as the “
True-Up Shares. The payment in IQST common stock will be restricted when issued and will have a holding period of 180 days after the common stock is issued under rule 144. If by the time the common stock is sold Buyer does not recover at least One Million Dollar (US$ 1,000,000.00), Buyer may request that the Company to pay the difference in cash until completing the One Million Dollar (US$ 1,000,000.00), or may request that more common stock be issued to cover the difference up to One Million Dollar (US$ 1,000,000.00). Notwithstanding anything to the contrary herein, this true up provision only exists for one year from issuance, such that if Buyer sells the shares later than one year from issuance, the requirement to true up Seller to $1,000,000 shall be of no force and effect.
True-Up Shares. A. Promptly after the closing of a Qualified Financing (as defined in Section 19), during the Term, the Company shall grant to Executive a right (the “True-Up Right”) to purchase a number of shares of Common Stock (the “True-Up Shares”) equal to (i) 5.25% of the Capped Fully Diluted Shares (as defined below) minus (ii) the sum of the Initial Shares plus any other shares of capital stock issued or issuable to Executive by Company between the Initial Issuance Date and the closing of the Qualified Financing. For purposes of this Section 5(c)(ii)(A), “
True-Up Shares. In the event that it is discovered at any time, or from time to time following the Effective Time, that the number of shares of Parent Common Stock issuable to the Company Stockholders in the Merger constitutes less than 91.5% of the outstanding Capital Stock of Parent on a Fully Diluted Basis immediately following the Effective Time, Parent shall issue to the Company Stockholders an aggregate number of shares equal to (x) 99.5% of the difference obtained by subtracting (i) 268,420,355 shares from (ii) the number of shares of Parent Common Stock actually outstanding on a Fully Diluted Basis immediately following the Effective Time (such difference, the “Total True Up Amount”), as determined by Parent at any time prior to the one year anniversary of the Closing Date (the “True Up Expiration Date”) minus (y) a number of shares equal to 8% of the Total True Up Amount. Any shares issuable to Company Stockholders pursuant to this Section 1.10 (“True Up Shares”) shall be allocated among the Company Stockholders on a pro rata basis in accordance with their respective rights to receive the Merger Consideration and shall be subject to adjustment to reflect any stock split, stock dividend, reclassification or similar transaction. Notwithstanding the foregoing, Parent shall have no obligation to issue True Up Shares pursuant to this Section 1.10 to the extent that the discovery which would otherwise give rise to Parent’s obligations under this Section 1.10 is a Parent Derivative Security convertible into or exercisable or exchangeable for (a) shares of Parent Common Stock at an exercise price of greater than $100 per share of Parent Common Stock (subject and giving effect to applicable adjustments for any split, combination, exchange or similar change affecting the Parent Common Stock underlying such Parent Derivative Security or right), or (b) less than 500 shares of Parent Common Stock (subject and giving effect to applicable adjustments for any split, combination, exchange or similar change affecting the Parent Common Stock underlying such Parent Derivative Security or right), when aggregated with all other such Parent Derivative Securities discovered following the Effective Time (such securities described in clauses (a) and (b), the “Carved Out Securities”). If at any time the number of shares of Parent Common Stock authorized and reserved for issuance pursuant to Section 1.7 and this Section 1.10 is below the number of shares sufficient for the issuance of any T...
True-Up Shares. (a) For purposes of Section 5(c)(iii), the parties agree that the Company’s sale and issuance of shares pursuant to a Series C Convertible Preferred Stock Purchase Agreement, dated as of January 15, 2016, among the Company and certain of its stockholders (the “Series C Purchase Agreement”) qualifies as a Qualified Financing as defined in the Original Employment Agreement. For purposes of calculating the number of True-Up Shares, the parties agree to assume that the Second Closing occurred immediately after the Initial Closing (as such terms are defined in the Series C Purchase Agreement). If the Second Closing does not actually occur within 18 months after the Initial Closing, then, if directed to do so by the Board of Directors, Executive shall promptly forfeit, or return to the Company as the case may be, the number of True-Up Shares that he received based on the assumption that the Second Closing occurred immediately following the Initial Closing. The specific terms, conditions and mechanics of such forfeiture (or return) of True-Up Shares shall be set forth in the instruments associated with the issuance of such shares as contemplated by Section 5(c)(iii)(C) of the Original Employment Agreement.
True-Up Shares. The amount of True-Up Balance to be added to the Outstanding Balance is calculated as follows: Number of True-Up Shares (_____) * high trade price on the Conversion Date ($_.__)= ____________ True-Up Balance Xxxxxx delivered in name of: FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC Signature: By: Title: FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
True-Up Shares. In the event that the average of the 15 lowest closing prices for the Company’s common stock on NASDAQ or other primary trading market for the Company’s common stock (the average of such lowest closing prices being herein referred to, the “True-up Price”) during the period beginning on the Effective Date and ending on the date 90 days from the effective date of the Registration Statement (the “Subsequent Pricing Period”) is less than $4.75 per share, then the Company will issue the Investor additional shares of the Company’s common stock (the “True-up Shares”) within three days from the expiration of the Subsequent Pricing Period, according to the following formula: X= [$_______- (A*B)]/B, where: X= number of True-up Shares to be issued A= the number of Purchased Shares acquired by Investor B= the True-up Price Notwithstanding the foregoing, in no event may the total number of shares issued under this Agreement, including the Purchased Shares, Warrant Shares, Advisory Shares and True-up Shares issued by the Company exceed ___%(1) of the Company’s issued and outstanding common stock as of the Effective Date, as listed below in Section 9(k).
