Exchange by the Shareholders, Optionholders, and Note Holders Sample Clauses

Exchange by the Shareholders, Optionholders, and Note Holders. At the Closing (as defined in Section 1.02), it is the intent of EveryStory that the Shareholders shall sell, transfer, convey, assign and deliver to KMI all of EveryStory Shares free and clear of all Liens in exchange for common shares of KMI, and that the Options and Convertible Notes would be exercisable or convertible into shares of common stock of KMI, which in the aggregate would not exceed 24,000,000 post-reverse-split shares of common stock of KMI (the “KMI Stock”), which would be equal to 60% of the total outstanding common stock of KMI following the effectiveness of the anticipated reverse stock split (defined below). The Parties understand, acknowledge, and agree that the maximum number of shares of KMI Stock to be issued to the Shareholders, the Optionholders (as defined below) and the holders of the Convertible Notes will be determined following the closing of a private offering by KMI (discussed below), and that the Parties will agree to the final number of shares prior to the closing of the Share Exchange transaction contemplated by this A&R Agreement (the “Transaction”). The Parties further agree that the table in Exhibit A will be completed prior to Closing, to the satisfaction of all the Parties, and will set forth the number of shares of KMI common stock that each of the Shareholders will receive, and the number of shares of KMI common stock that will be issued to or reserved for issuance to the Option holders and the holders of the Convertible Notes, as well as the ratio of shares of KMI per share of EveryStory common stock (the “Exchange Ratio”).
Sample 1
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Related to Exchange by the Shareholders, Optionholders, and Note Holders

  • Additional Rights of Holders of Transfer Restricted Securities In addition to the rights provided to Holders of the Senior Subordinated Notes under the Indenture, Holders of Transferred Restricted Securities (as defined in the Registration Rights Agreement) shall have all the rights set forth in the Registration Rights Agreement, dated as of the date hereof, among the Company, the Subsidiary Guarantors and the Initial Purchaser (the "Registration Rights Agreement").

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Holders of Transfer Restricted Securities A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Rights as Shareholders; Information No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be deemed the holder of Series Preferred or any other securities of the Company which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. Notwithstanding the foregoing, the Company will transmit to the holder of this Warrant such information, documents and reports as are generally distributed to the holders of any class or series of the securities of the Company concurrently with the distribution thereof to the shareholders.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

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