Future Equity Issuances. (a) Prohibition on Variable Rate Transactions. For so long as at least 25% of the Shares issued in this Transaction remain outstanding, the Company will not, without the prior written consent of holders owning a majority of the number of Shares then outstanding, (i) enter into a Variable Rate Transaction, (ii) issue any additional shares of preferred stock or convertible debt which shall rank senior in any terms to the Shares, or (iii) reprice any outstanding shares of Common Stock or Common Stock equivalents or issue any Common Stock or any Common Stock equivalents below $1.00 per share, excluding equity-based awards issued at the market price for the Company’s Common Stock on the date of grant pursuant to the Company’s current stock option plan and the issuance of Common Stock upon exercise or conversion of currently outstanding securities.
Future Equity Issuances. (a) If Company engages or participates in (or intends to engage or participate in) any discussion with any Person regarding any sale or issuance to any Person (other than Xxxxxxxx or its affiliates) of any shares of, or securities convertible into, exercisable or exchangeable for, or whose value is derived in whole or in part from, any shares of any class of Company's capital stock, other than an Excluded Issuance (a "Future Equity Issuance"), Company shall promptly notify Xxxxxxxx that Company intends to effect a Future Equity Issuance (the "Future Equity Issuance Notice"). If, within two (2) Business Days after and excluding the date of receipt of such notice, Xxxxxxxx notifies Company in writing that Xxxxxxxx would like to be informed of the terms and conditions of such Future Equity Issuance, then Company shall promptly provide Xxxxxxxx with a written description of the terms and conditions of such proposed Future Equity Issuance, including a description of the capital stock to be sold or issued, the investor or investors in the Future Equity Issuance, the price, the quantity and all other information reasonably necessary for Xxxxxxxx to make an informed decision on whether it desires to participate in the Future Equity Issuance (the "Future Equity Issuance Description"). If Xxxxxxxx notifies Company in writing that Xxxxxxxx elects to purchase all or a portion of the capital stock that Company intends to sell or issue in the Future Equity Issuance (which election shall include the number of shares of such capital stock that Xxxxxxxx intends to purchase) by 11:59 p.m., New York City time, on the third (3rd) Business Day after and excluding the date of the Future Equity Issuance Description, then Company shall not consummate such Future Equity Issuance without selling Xxxxxxxx the capital stock that it elected to purchase at or prior to the consummation of such Future Equity Issuance or promptly thereafter at a closing date and place established prior to such consummation, which purchase shall be at the price and on the other terms and conditions of the Future Equity Issuance. If Xxxxxxxx does not elect to receive a Future Equity Issuance Description with respect to a Future Equity Issuance, then promptly, and no later than one (1) Business Day after and excluding, the date of announcement of such Future Equity Issuance (or, if such Future Equity Issuance is not required to be publicly announced, the date of closing of such Future Equity Issuance), Compa...
Future Equity Issuances. If, on or after the date hereof and prior to the end of the Additional Investment Term, the Company engages or participates in any discussions with any Person regarding any potential Later Issuance (as defined, and subject to the limitations, below), the Company shall (i) within two (2) Business Days after and excluding the date of such discussions, notify Xxxxxxxx of the existence of the Company's discussions with respect to the potential Later Issuance and (ii) in connection with such notice, inquire whether Xxxxxxxx desires to be informed as to the substance of such discussions. If Xxxxxxxx notifies the Company in writing that Xxxxxxxx elects to become informed with respect to such potential Later Issuance by 11:59 p.m., New York City time, on the second (2nd) Business Day after and excluding the date on which the Company so notifies Xxxxxxxx (the "Xxxxxxxx Election Period"), the Company shall use its best efforts to engage in good faith discussions with Xxxxxxxx regarding the potential Later Issuance and shall not consummate such Later Issuance until the later to occur of (i) two (2) full Business Days after and excluding the date of Xxxxxxxx'x election and (ii) the expiration of the Xxxxxxxx Election Period. For purposes of clarification, nothing in this subsection shall obligate the Company to invite or allow Xxxxxxxx to participate in a Later Issuance. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligations under this Agreement to disclose any material, non-public information to Xxxxxxxx unless Xxxxxxxx, upon request by the Company, executes and delivers a confidentiality agreement relating thereto in form and substance reasonably acceptable to the Company. If, on or prior to December 31, 2004 (which date will be extended by one day for each day (or portion thereof) prior to December 31, 2004 that the Registration Requirement or Amendment Requirement shall not have been satisfied or a Blackout Violation shall exist, as the case may be (such later date, the "Extended Date")), there is a Later Issuance at a Later Issuance Price (as defined below) per share that is less than $7.048, then: the Company shall promptly issue, and deliver certificates to Xxxxxxxx representing, an additional number of shares of Common Stock, if any, equal to the sum of: the positive difference between (1) the number of shares equal to the number calculated by dividing $10,000,000 by the Later Issuance Price and (2) the sum of the Ini...
Future Equity Issuances. (a) For so long as the Purchaser (or any assignee or successor thereof) has the right to exercise the Warrant, and, provided the Purchaser continues to own Common Shares, for one (1) year thereafter (the "Future Equity Issuance Notice Period"), if the Company engages or participates in (or intends to engage or participate in) any discussions with any Person regarding any sale or issuance to any Person (other than Purchaser or its affiliates) of any shares of, or securities convertible into, exercisable or exchangeable for, or whose value is derived in whole or in part from, any shares of any class of the Company's capital stock subsequent to the Closing Date or the closing of any exercise of the Warrant, other than an Excluded Issuance (a "Future Equity Issuance"), the Company shall (i) promptly notify Purchaser of the existence of the Company's intentions or discussions with respect to the proposed Future Equity Issuance and (ii) in connection with such notice, inquire whether Purchaser desires to be informed as to the substance of such intentions or discussions. If Purchaser notifies the Company in writing that Purchaser elects to become informed with respect to such proposed Future Equity Issuance by 11:59 p.m., New York City time, on the third (3rd) Business Day after and excluding the date on which the Company so notifies Purchaser, the Company shall use its best efforts to engage in good faith discussions with Purchaser regarding the proposed Future Equity Issuance and shall not consummate such Future Equity Issuance for three (3) full Business Days after and excluding the date of Purchaser's election. For purposes of clarification, nothing in this subsection shall obligate the Company to allow Purchaser to participate in a Future Equity Issuance.
Future Equity Issuances. (a) If Company engages or participates in (or intends to engage or participate in) any discussion with any Person regarding any sale or issuance to any Person (other than Purchaser or its affiliates) of any shares of, or securities convertible into, exercisable or exchangeable for, or whose value is derived in whole or in part from, any shares of any class of Company's capital stock, other than an Excluded Issuance (a "Future Equity Issuance"), the Company shall (i) promptly notify Purchaser of the existence of Company's intentions or discussions with respect to the proposed Future Equity Issuance and (ii) in connection with such notice, inquire whether Purchaser desires to be informed as to the substance of such intentions or discussions. If Purchaser notifies Company in writing that Purchaser elects to become informed with respect to such proposed Future Equity Issuance by 11:59 p.m., New York City time, on the third (3rd) Business Day after and excluding the date on which Company so notifies Purchaser, Company shall use its best efforts to engage in good faith discussions with Purchaser regarding the proposed Future Equity Issuance and shall not consummate such Future Equity Issuance for five (5) full Business Days after and excluding the date of Purchaser's election. For purposes of clarification, nothing in this Section 9(a) shall obligate Company to allow Purchaser to participate in a Future Equity Issuance.
Future Equity Issuances. Prior to entering into or agreeing to enter into any transaction, pursuant to which Xxxxx Xxxxxxxx would be deemed to have assisted the Company is raising any financing from third party investors (or any other transaction pursuant to which Xxxxx Xxxxxxxx would be entitled to receive Membership Interests or other equity in the Company or other compensation pursuant to the Amendment) (any such transaction, a “Xxxxxxxx Transaction”), Leiber must expressly consent in writing to such Xxxxxxxx Transaction. In the event Leiber expressly consents in writing to such Xxxxxxxx Transaction, such consent shall, unless explicitly provided otherwise therein, be a consent to the issuance of fully diluted Membership Interest to Xxxxx Xxxxxxxx pursuant to the terms of the Amendment. FILED: NEW YORK COUNTY CLERK 10/18/2019 03:31 PM NYSCEF DOC. NO. 22 INDEX NO. 654056/2019 RECEIVED NYSCEF: 10/18/2019 SCHEDULE A TO OPERATING AGREEMENT MEMBERSHIP INTEREST M ember’s Name and Address Membership Interest Xxxxxx Xxxxx 62.5% Notice Address: Fax: Email: With copies to (which shall not constitute notice): Fax: Email: Xxxxxx Kremener 25% Notice Address: Fax: Email: With copies to (which shall not constitute notice): Fax: Email: The Leiber Group, Inc. 12.5% Notice Address: c/o Pegasus Partners II, L.P. 00 Xxxxx Xxxx Xxx Xxx, XX 00000 Attn: Xxxxxx Xxxxxx Fax: (000) 000-0000 Email: xxxxxxx@xxxxx.xxx With copies to (which shall not constitute notice): Akin Gump Xxxxxxx Xxxxx & Xxxx LLP Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxxx; Xxxx Xxxx Fax: (000) 000-0000; (000) 000-0000 Email: xxxxxxxx@xxxxxxxx.xxx; xxxxx@xxxxxxxx.xxx SCHEDULE B TO OPERATING AGREEMENT MANAGER VOTING PERCENTAGE M anager Voting Percentage Xxxxxx Xxxxx 62.5% Xxxxxx Kremener 25% Xxxxx Xxxxx 12.5%
Future Equity Issuances. Between the date of this Agreement and the Closing Date, the Company shall not issue additional shares of its capital stock or subdivide or combine its Common Stock; provided, however, in accordance with Section 6.2(a), all of the outstanding shares of Series C Preferred Stock and Series D Preferred Stock shall be converted into such number of shares of Common Stock not to exceed the applicable amounts set forth in the last sentence of Section 3.4(a) above and up to 3,000,000 shares of Common Stock may be issued as “Incentive Shares” as defined in the Conversion Agreement by and between the Company and FGIT, dated June 14, 2012 (the “Conversion Agreement”).
Future Equity Issuances. (a) If the Company engages or participates in (or intends to engage or participate in) any discussions with any Person regarding any sale or issuance to any Person (other than Purchaser or its affiliates) of any shares of, or securities convertible into, exercisable or exchangeable for, or whose value is derived in whole or in part from, any shares of any class of the Company's capital stock subsequent to any Closing Date or the closing of any exercise of any Warrant, other than an Excluded Issuance (a "Future Equity Issuance"), the Company shall (i) promptly notify Purchaser of the existence of the Company's intentions or discussions with respect to the proposed Future Equity Issuance and (ii) in connection with such notice, inquire whether Purchaser desires to be informed as to the substance of such intentions or discussions. If Purchaser notifies the Company in writing that Purchaser elects to become informed with respect to such proposed Future Equity Issuance by 11:59 p.m., New York City time, on the third (3rd) Business Day after and excluding the date on which the Company so notifies Purchaser, the Company shall use its best efforts to engage in good faith discussions with Purchaser regarding the proposed Future Equity Issuance and shall not consummate such Future Equity Issuance for three (3) full Business Days after and excluding the date of Purchaser's election. For purposes of clarification, nothing in this subsection shall obligate the Company to allow Purchaser to participate in a Future Equity Issuance.
Future Equity Issuances. (a) If, on or after the date hereof and prior to the end of the Additional Investment Term, Euronet engages or participates in (or intends to engage or participate in) any discussions with any Person regarding, any Later Issuance (as defined, and subject to the limitations, below), other than a bona fide public offering of Euronet's Common Stock, Euronet shall (i) promptly notify Fletcher of the existence of Euronet's intentions or discusxxxxx xxth respect to the proposed Later Issuance and (ii) in connection with such notice, inquire whether Fletcher desires to be informed as to the substance of such intentionx or discussions. If Fletcher notifies Euronet in writing that Fletcher elects tx xxxxxx informed with respect to such proxxxxx Xxter Issuance by midnight, New York City time, on the Business Day after and excluding the date on which Euronet so notifies Fletcher, Euronet shall use its best efforts to engage in gxxx xxxxh discussions with Fletcher regarding the proposed Later Issuance and shall not xxxxxxmate such Later Issuance for two (2) full Business Days after and excluding the date of Fletcher's election. For purposes of clarification, nothing xx xxxx xubsection shall obligate Euronet to allow Fletcher to participate in a Later Issuance.
Future Equity Issuances. The Borrower shall prepay, within five days of receipt of the proceeds of any issuance of stock in connection with any initial public offering of the Borrower, the outstanding amount of the Term Loan.
