Future Shares. The Corporation agrees that, as a condition precedent to the grant or issuance of any securities (including Convertible Securities) to a Person that, giving effect to such grant or issuance, would hold in excess of 2.5% of the outstanding Common Shares (calculated on as-if converted to Common Shares basis), whether now authorized or not, it will require that the holder of such securities sign an Assumption Agreement and if the purchaser is a corporate entity, such agreement will also be signed by any Person who Controls such corporation; provided, however, that if any such grant or issuance is pursuant to the exercise or conversion of any Convertible Security granted or issued prior to the date of this Agreement, the Corporation shall only be required to use its commercially reasonable efforts to comply with the foregoing covenant.
Future Shares. Pursuant to what is stated in Section Three. One. above but subject to the terms and conditions of the Shareholders’ Agreement and the provisions set forth in the other terms and conditions hereof, each Pledgor hereby agrees to maintain the pledge at all times and/or pledge 100% of the shares owned by it in the Company which, jointly with the Pledged Shares owned by the other Pledgor represent at least 16.42% therein or a lower amount indicated in Section Three. Two (d) of the Shareholders’ Agreement, which shall always be first lien pledges, except when the new shares to be pledged and subject to the prohibition to encumber and sell as already agreed upon, have already been subject to a senior lien pledge in favor of Itaú BBA, Nassau Branch or any other company which is a person related to the Pledgee, in which case the pledge on the Future Shares shall be a junior pledge compared to the pledge levied in favor of Itaú BBA, Nassau Branch, or of the person related to the Pledgee. In compliance with the foregoing and in order to fulfill the obligation set forth herein, but subject to the terms and conditions of the Shareholders’ Agreement and to the provisions set forth in the other terms and conditions hereof, each Pledgor hereby agrees to extend the pledge on Shares owned by it and the prohibitions and restrictions hereunder granted to any other cash shares of the Company or securities granting future rights on the shares in the Company to be acquired in the future for any purpose. To such effects, each Pledgor shall successively execute a new public deed of pledge and prohibitions under the terms set forth herein for each Future Share on “as acquired basis”, not later than 30 calendar days from the date of registration of the shares in its own name in the Register Book of Shareholders of the Company, and shall also perform all those acts and enter into all those agreements whether by public or private instrument, intended to identify the Future Shares owned by it pledged hereunder on a when-issued basis. Each Pledgor may also regularly give written notice to Pledgee of the acquisition of any Future Share in the Company not encumbered by the pledge on shares already granted, not later than 30 calendar days from the registration date of the shares in the Register Book of Shareholders of the Company. Nine.Two.-
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) the Shares purchased under the Series D Stock Purchase Agreement (ii) the shares of Common Stock issued or issuable upon the conversion of the Preferred Stock, (iii) securities offered pursuant to a registration statement filed under the Act, (iv) securities issued pursuant to the acquisition of another corporation by the Company by merger or, purchase of substantially all of the assets or other reorganization, (v) securities issued in connection with or as consideration for a collaborative partnership arrangement, as approved by a majority of the Board of Directors of the Company, or the acquisition, leasing or licensing of technology or other significant assets to be used in the Company's business, as approved by a majority of the Board of Directors of the Company, (vi) securities issued or issuable to officers, directors, employees or consultants of the Company pursuant to any employee or consultant stock offering, plan or arrangement approved by a majority of the Board of Directors of the Company and (vii) all shares of Common Stock or other securities, or options or warrants to purchase Common Stock or any such other securities, issuable to landlords, financial institutions or lessors in connection with office leases, commercial credit arrangements, equipment financings or similar transactions."
Future Shares. FUTURE SHARES" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; PROVIDED, HOWEVER, that Future Shares do not include (i) the shares of Series E Preferred Stock listed on Exhibit A to the Series E Agreement and an additional 1,000,000 shares of Series E Preferred Stock thereafter or the Common Stock issued or issuable upon the conversion of the Series E Preferred Stock, (ii) any shares of Series D Preferred Stock or the Common Stock issued or issuable upon the conversion of the Series D Preferred Stock, (iii) any shares of Series C Preferred Stock or the Common Stock issued or issuable upon the conversion of the Series C Preferred Stock, (iv) any shares of Preferred Stock outstanding as of the date of this Agreement or the Common Stock issued or issuable upon the conversion of such Preferred Stock, (v) securities offered pursuant to a registration statement filed under the Act, (vi) securities issued pursuant to the acquisition of another corporation by the Company by merger of, purchase of substantially all of the assets of or other reorganization, (vii) all warrants to purchase shares of the Company's Common Stock or Preferred Stock outstanding on February 1, 2000 and the shares issuable upon exercise of such warrants, (viii) all shares of Common Stock, warrants or options to purchase Common Stock or other securities issued to employees, officers, directors, scientific advisors and consultants of the Company pursuant to any plan or arrangement approved by the board of directors of the Company, (ix) all securities issuable to lending or leasing institutions pursuant to any plan or arrangement approved by the board of directors of the Company and (x) all securities issued or issuable to licensors or corporate partners of the Company upon approval of the board of director of the Company, if in transactions with primarily non-financing purposes.
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) the Shares purchased under the Series D Stock Purchase Agreement (ii) the shares of Common Stock issued or issuable upon the conversion of the Preferred Stock, (iii) securities offered pursuant to a registration statement filed under the Act, (iv) securities issued pursuant to the acquisition of another corporation by the Company by merger or, purchase of substantially all of the assets or other reorganization, (v) securities issued in connection with or as consideration for a collaborative partnership arrangement, as approved by a majority of the Board of Directors of the Company, or the acquisition, leasing or licensing of technology or other significant assets to be used in the Company's business, as approved by a majority of the Board of Directors of the Company and (vi) securities issued or issuable to officers, directors, employees or consultants of the Company pursuant to any employee or consultant stock offering, plan or arrangement approved by a majority of the Board of Directors of the Company.
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) the shares Common Stock issued or issuable upon the conversion of Preferred Stock currently outstanding, (ii) securities offered pursuant to a registration statement filed under the Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger or, purchase of substantially all of the assets or other reorganization, (iv) securities issued in connection with or as consideration for a collaborative partnership arrangement, acquisition or licensing of technology or other significant assets to be used in the Company's business and (v) up to 1,500,000 shares of Common Stock issuable or issued to employees, consultants, directors or vendors (if in transactions with primarily non-financing purposes) of this corporation directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Company and any other shares issued in connection with transactions (including additions to the stock option plan) provided such issuances are unanimously approved by the Board of Directors of this corporation.
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) the shares of Preferred Stock held by the Investors or the Common Stock issued or issuable upon the conversion of such Preferred Stock, (ii) securities offered pursuant to the Qualified IPO, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger of, purchase of substantially all of the assets of or other reorganization, and (iv) securities issued or issuable to officers, directors, employees, consultants, strategic partners, licensors or lessors of the Company pursuant to any employee or consultant stock offering, plan or arrangement, provided that any such transaction, plan or arrangement contemplated by (iii), or (iv) has been approved by the Board of Directors of the Company including the approval of at least two board members elected by holders of the Preferred Stock.
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) the Preferred Shares, the Common Stock issued or issuable upon the conversion of Preferred Shares, any Class A Common Stock issued or issuable upon the conversion of Class B Common Stock, any Class B Common Stock issued or issuable upon the conversion of Class A Common Stock, any Series C-1 Preferred Stock issued or issuable upon conversion of the Series C Preferred Stock, and any Series C Preferred Stock issued or issuable upon conversion of the Series C-1 Preferred Stock; (ii) securities offered pursuant to a registration statement filed under the Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger of, purchase of substantially all of the assets of or other reorganization, and (iv) securities issued or issuable to officers, directors, employees, consultants or lessors of the Company pursuant to any plan or arrangement approved by the Board of Directors of the Company, and (v) securities issued or issuable to strategic partners or licensors pursuant to any plan or arrangement approved by the Board of Directors of the Company, provided that, in addition to the purchase of securities, such strategic partners or licensors also enter into a material business relationship with the Company.
Future Shares. In the event that Future Shares becomes payable as provided in Sections 1.5 and 1.9, Parent shall, within five (5) business days after the filing of the Registration Statement in accordance with Section 6.9 hereof, deliver or cause to be delivered to the Non-Dissenting Stockholders (or their respective designees, as specified in the applicable Letter of Transmittal) one or more stock certificates representing the Future Shares in accordance with the Merger Consideration Certificate.
Future Shares. “Future Shares” shall have the meaning set forth in Section 1.9 of this Agreement.
