DESCRIPTION OF COMMON SHARES Sample Clauses

DESCRIPTION OF COMMON SHARES. The Common Shares conform in all material respects to all statements relating thereto contained in the prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Common Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Common Shares is not subject to the preemptive or other similar rights of any securityholder of the Fund.
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DESCRIPTION OF COMMON SHARES. The Common Shares conform to all statements relating thereto contained in the prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Common Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Common Shares is not subject to the preemptive or other similar rights of any securityholder of the Trust.
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DESCRIPTION OF COMMON SHARES. The following description of our common shares is only a summary. This description and the description contained in any prospectus supplement is subject to, and qualified in its entirety by reference to, our certificate of incorporation and bylaws, each as amended, each of which has previously been filed with the SEC and which we incorporate by reference as exhibits to the registration statement of which this prospectus is a part, and the BCL. Authorized Capitalization Our authorized capital stock includes 100,000,000 common shares, par value $0.001 per share. At January 24, 2020, we had 22,117,301 common shares and no preferred shares issued and outstanding. Common Shares Subject to preferences that may apply to preferred shares outstanding at the time, the holders of outstanding common shares are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as the board of directors may from time to time determine. Each shareholder is entitled to one vote for each common share held on all matters submitted to a vote of shareholders. Directors are elected by plurality vote. Therefore, the holders of a majority of the outstanding common shares voted can elect all the directors then standing for election. Holders of common shares are not entitled to preemptive rights and are not subject to conversion or, as more fully described below in “Restrictions on Ownership and Transfer of Capital Stock,” except in the case of a prohibited transfer, redemption. If we liquidate or dissolve or our business is otherwise wound up, the holders of common shares would be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and the payment of the liquidation preference of any outstanding preferred shares. Each outstanding common share is, and all common shares outstanding upon completion of an offering of common shares will be, fully paid and nonassessable. Authorized but Unissued Shares of Capital Stock New York law does not require shareholder approval for any issuance of authorized shares. However, the listing requirements of NYSE American, which would apply for so long as our common shares are listed on the NYSE American, require shareholder approval of certain issuances (other than a public offering) equal to or exceeding 20% of the then outstanding voting power or then outstanding common shares, as well as for certain issuances of share...
Sample 1
DESCRIPTION OF COMMON SHARES. The statements set forth under the heading “Description of Shares” in the Basic Prospectus and the Prospectus, insofar as such statements purport to summarize certain provisions of the Securities and the Operating Agreement, provide a fair summary of such provisions.
Sample 1
DESCRIPTION OF COMMON SHARES. The Company is offering (the “Offering”) to the Investor common shares, par value US$0.0001 per share, of the Company (“Common Shares”) at a purchase price of US$1.00 per share. The Company is authorized to allot and issue one class of Common Shares. The Common Shares are entitled to one vote per share on resolutions requiring or requesting shareholder approval. For a more detailed description of the Common Shares see the Term Sheet attached as Exhibit C to the Subscription Package. This Offering is being conducted in advance of the Company’s intended initial public offering (“IPO”) of its Common Shares and listing of its Common Shares for trading on the Nasdaq Capital Market or other national securities exchange. Under the Company’s engagement letter with Bxxxxxxx, dated February 2, 2023 (the “Engagement Letter”), Bxxxxxxx has been engaged as our exclusive financial advisor for an 18-month term. In addition, Bxxxxxxx has expressed its intent to enter into an Underwriting Agreement with the Company to act as the lead underwriter for the proposed IPO on a “firm commitment” basis. There can be no assurance that we and Bxxxxxxx will be able to agree on the terms of such Underwriting Agreement or that our proposed IPO will be successfully consummated.
Sample 1
DESCRIPTION OF COMMON SHARES. 3.1 The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that there is no minimum number of Common Shares that must be purchased as a condition to closing the Offering and therefore the subscription amount tendered herewith may be releasable to the Issuer on the Closing Date notwithstanding the number of Common Shares issued pursuant to the Offering.
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Related to DESCRIPTION OF COMMON SHARES

  • Reservation of Common Shares As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Purchase of Common Shares Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) such aggregate number of Common Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.

  • Definition of Common Stock For the purpose of this Agreement, the term "Common Stock" shall mean (i) the class of stock designated as Common Stock in the Certificate of Incorporation of the Company as may be amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

  • Reservation of Common Stock As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Authorization of Common Stock If the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Common Stock, such Underwritten Securities have been, or as of the date of such Terms Agreement will have been, duly authorized by the Company for issuance and sale pursuant to this Underwriting Agreement and such Terms Agreement. Such Underwritten Securities, when issued and delivered by the Company pursuant to this Underwriting Agreement and such Terms Agreement against payment of the consideration therefor specified in such Terms Agreement, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Company. No holder of such Underwritten Securities is or will be subject to personal liability by reason of being such a holder.

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

  • Transfer of Common Stock The Common Stock to be delivered hereunder, or any interest therein, may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof.

  • Purchase of Shares of Common Stock Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to:

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