Inclusion of Shares Sample Clauses

Inclusion of Shares. Include in such Registration ------------------- Statement any and all Registrable Securities specified in a notice by the Holder which is received by the Company not less than fifteen (15) days following the mailing of the notice specified in Section 11.1.1 above. In connection with any registration, the Selling Holder must: (i) sell such Registrable Securities in the manner and on the terms adopted by or through the underwriter(s) acting on behalf of HPI in connection with such registration, if such underwriter(s) so requests; and (ii) accept a reduction (including a total elimination) in the number of shares to be included in such registration on a pro rata basis (based on the number of shares held by each) with any other selling shareholders holding contractual registration rights (except that HPI and any shareholder who has exercised demand registration rights with respect to such Registration Statement shall not be affected by such reduction) if the underwriter(s) reasonably deem that without such reduction (or elimination) HPI might be substantially hindered in the terms or number of securities which it could sell in such registration. Nothing in this Section 11.1.2 shall limit the ability of HPI to withdraw a Registration Statement it has filed either before or after effectiveness thereof. In the case of an underwritten offering, a Selling Holder may withdraw his, her or its included shares after the filing of the Registration Statement only (i) with the consent of the underwriter; (ii) if the final price is less than the range of prices given in the preliminary prospectus; (iii) if HPI breaches its obligations; or (iv) as provided in Section 11.2.2.
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Inclusion of Shares on The Nasdaq National Market. The shares of Parent Common Stock issuable to the Company's stockholders in the Merger in accordance with this Agreement shall have been approved for inclusion on The Nasdaq National Market, upon official notice of issuance.
Sample 1
Inclusion of Shares. Following the approval of an Approved Sale each Holder will (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of Capital Stock, agree to sell such Holder’s Shares on the terms and conditions of the Approved Sale in accordance with this Section 10. Each Holder will take all necessary and desirable actions, in its, his or her capacity as a stockholder of the Company, as directed by the Holders who have approved the Approved Sale, in connection with the consummation of any Approved Sale, including without limitation executing the applicable purchase agreement and granting identical indemnification rights (whether directly to the buyer of the Shares or pursuant to the provisions of a contribution agreement); provided, however, that no Holder shall be obligated in connection with the Approved Sale (i) to make any representation and warranty other than as to such Holder’s ownership of such Holder’s Shares and such Holder’s authority to execute the applicable purchase agreement and transfer such Shares or (ii) to indemnify the prospective transferee or its Associates with respect to an amount in excess of the cash proceeds paid to such Holder in connection with the Approved Sale; and any indemnity given by any Holder shall be several and not joint and no Holder who is included in a Designated Holder Group shall be required to execute a non-compete agreement of any kind in connection with such sale. Each Holder transferring Shares pursuant to this Section 10.1 shall be obligated to join on a pro rata basis (based on the number of Shares to be sold) in any indemnification or other obligations that are part of the terms and conditions of such Disposition (other than any such obligations that relate specifically to a particular Holder, such as indemnification with respect to representations and warranties given by a Holder regarding such Holder’s title to and ownership of Shares).
Sample 1
Inclusion of Shares. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Holdco Ordinary Shares that the Company desires to sell, taken together with (i) the Holdco Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 4(a), and (iii) the Holdco Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
Sample 1
Inclusion of Shares. Subject to the limitations set forth herein, in the event that LeukoSite shall receive from any Note Holder or Note Holders a written request or requests that LeukoSite effect a registration on Form S-3, or any successor or substitute form (the "Stockholder Registration Statement"), with respect to all or a portion of the Payment Shares owned by such Note Holder or Note Holders, then LeukoSite will promptly give written notice of the proposed registration and the Note Holder's or Note Holders' request therefor to all other Note Holders (if any) and, as soon as practicable, use reasonable best efforts to effect such registration of all or such portion of such Payment Shares as are specified in such request, together with all or such portion of the Payment Shares of any other Note Holder or Note Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from LeukoSite; provided, however, that LeukoSite shall have no obligation under this Section 6.1(a) if LeukoSite has previously given a notice to the Noteholders of the type specified in Section 6.1(b) hereof, or this Section 6.1(a), for so long as LeukoSite is continuing to pursue the registration referred to in such notice. LeukoSite may not include in any registration pursuant to this Section 6.1(a) additional shares of LeukoSite Common Stock for sale for its own account or for the account of any other person. No registration under this Section 6.1(a) shall be underwritten unless LeukoSite shall otherwise elect in its sole and absolute discretion.
Sample 1
Inclusion of Shares in the Event of an Initial Public Offering In the event that the Company files a registration statement (a "Registration Statement") in connection with an initial public offering of its Common Stock (an "IPO") and any Shareholder or Tek is permitted to include in such Registration Statement any of its Shares for distribution in the IPO, then each of Tek or such other Shareholder, as applicable, shall be permitted to include in such Registration Statement for sale in the IPO the same percentage of its Shares held of record, in the aggregate, by itself and its Permitted Transferees, as any other Shareholder or Tek.
Sample 1

Related to Inclusion of Shares

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Acquisition of Shares The Purchaser is not acquiring the Shares with the current intention of making a public distribution thereof.

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • VALUATION OF SHARES The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Trust’s Declaration of Trust and the Acquiring Fund’s then current prospectus and statement of additional information.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

  • Combination of Shares If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Description of Shares The beneficial interest in the Trust shall be divided into Shares, all without par value. The Trustees shall have the authority from time to time to issue or reissue Shares in one or more Series of Shares (including without limitation the Series specifically established and designated in Section 4.2), as they deem necessary or desirable, to establish and designate such Series, and to fix and determine the relative rights and preferences as between the different Series of Shares as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Series shall have separate voting rights or no voting rights. The Shares of each Series may be issued or reissued from time to time in one or more Classes, as determined by the Board of Trustees pursuant to resolution. Each Class shall be appropriately designated, prior to the issuance of any shares thereof, by some distinguishing letter, number or title. All Shares within a Class shall be alike in every particular. All Shares of each Series shall be of equal rank and have the same powers, preferences and rights, and shall be subject to the same qualifications, limitations and restrictions without distinction between the shares of different Classes thereof, except with respect to such differences among such Classes, as the Board of Trustees shall from time to time determine to be necessary or desirable, including without limitation differences in expenses, in voting rights and in the rate or rates of dividends or distributions. The Board of Trustees may from time to time increase the number of Shares allocated to any Class already created by providing that any unissued Shares of the applicable Series shall constitute part of such Class, or may decrease the number of Shares allocated to any Class already created by providing that any unissued Shares previously assigned to such Class shall no longer constitute part thereof. The Board of Trustees is hereby empowered to classify or reclassify from time to time any unissued Shares of each Series by fixing or altering the terms thereof and by assigning such unissued shares to an existing or newly created Class. Notwithstanding anything to the contrary in this paragraph the Board of Trustees is hereby empowered (i) to redesignate any issued Shares of any Series by assigning a distinguishing letter, number or title to such shares and (ii) to reclassify all or any part of the issued Shares of any Series to make them part of an existing or newly created Class.

  • Registration of Shares The Issuer agrees that it will take all action necessary to register shares under the 1933 Act (subject to the necessary approval of its shareholders) so that there will be available for sale the number of shares Distributors may reasonably be expected to sell. The Issuer shall make available to Distributors such number of copies of its currently effective Prospectus and Statement of Additional Information as Distributors may reasonably request. The Issuer shall furnish to Distributors copies of all information, financial statements and other papers which Distributors may reasonably request for use in connection with the distribution of shares of the Issuer.

  • Distribution of Shares (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges.

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