Hightimes Holding Corp Sample Clauses

Hightimes Holding Corp a corporation organized under the laws of the State of Delaware (“Holdings” or the “Parent”);
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Hightimes Holding Corp a Delaware corporation (“Hightimes”), hereby advises Broader Media Holdings, LLC or any subsequent Holder of that certain Convertible Note of Hightimes with an Original Issue Date of September 26, 2018 (the “Note”) that [the Reg A+ Offering Event] [the Qualified Public Offering] has occurred and that the Conversion Price Per Share has been determined and is set forth below. Accordingly, the entire Principal Amount of the Note and all accrued interest at the Interest Rate has been converted into the number of Conversion Shares in accordance with the applicable provisions of the Note, as of the date set forth in the Note. Capitalized terms used, but not defined, in this Note shall have the respective meanings ascribed thereto in the Note. If shares of Hightimes Common Stock are to be issued in the name of a person other than the undersigned, the recipient will pay all transfer taxes payable with respect thereto. No fee will be charged to the holder for any Conversion, except for any transfer taxes referred to in the immediately preceding sentence. Conversion Calculations: Conversion Date: ____ Accrued Interest: $_________ Conversion Price Per Share: $______ Conversion Amount:______Conversion Shares HIGHTIMES HOLDING CORP., a Delaware corporation, By: Name: Title: EXHIBIT A Note Grid Principal Amount of Advance Advance Date $5,000,000 September __, 2018 Schedule 4(h) [Attached Separately] SCHEDULE 4(h) Hightimes Holding Company Equity Cap Table by Offering Number of Shares (e) Equity Contributions Votes Description Authorized Issued Cash Equivalent Total Par ($0.0001) APIC Votes Per Share Total Votes Common Stock: Common Class A 100,000,000 20,982,441 $ 14,513,343.03 $ 0.00 $ 14,513,343.03 $ 2,098.24 $ 14,511,244.79 1 20,982,441 Common Class B 10,000,000 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 0 0 Total Common 110,000,000 20,982,441 $ 14,513,343.03 $ 0.00 $ 14,513,343.03 $ 2,098.24 $ 14,511,244.79 20,982,441 Preferred Stock: Preferred 10,000,000 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 0 Total Preferred 10,000,000 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 0 Shareholder's Equity 120,000,000 20,982,441 $ 14,513,343.03 $ 0.00 $ 14,513,343.03 $ 2,098.24 $ 14,511,244.79 20,982,441 Issuance Costs $ 0.00 $ 0.00 Net Shareholder's Equity 20,982,441 $ 14,513,343.03 $ 2,098.24 $ 14,511,244.79 Dilution: ExWork Warrant 1 (a) 684,978 ExWork Warrant 2 (b) 560,437 Stock Options (c ) 1,803,467 Purchase Note (d) 2,208,217 ExWorks Note (f) 1,414,141 Bio Cup Music Note (g) 35,557 Cul...
Sample 1

Related to Hightimes Holding Corp

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations, the ABL Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), (s), (t), (u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m).

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • Bank Holding Company Act Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

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