Initial Investment Shares Sample Clauses

Initial Investment Shares. In the case of a proposed Transfer (a “Proposed Transfer”) by a Sponsor (a “Transferring Sponsor”) of shares of Common Stock other than (i) to the Company, (ii) to a “permitted transferee” of such Sponsor (within the meaning of the Sponsor Shareholders Agreement), (iii) pursuant to or consequent upon the exercise of the drag-along rights set forth in Section 5.3 or (iv) in connection with any public offering of equity securities of the Company, the Purchaser shall have the right (exercisable in, accordance with Section 5.2(c)) to require the Transferring Sponsor to cause the proposed Transferee (a “Proposed Transferee”) to purchase from the Purchaser up to a number of Company Shares equal to the product of (A) the total number of shares of Common Stock proposed to be Transferred by the Transferring Sponsor multiplied by (B) a fraction, the numerator of which is the aggregate number of Company Shares then owned by the Purchaser and the denominator of which is the aggregate number of shares of Common Stock then owned by the Sponsors, the Purchaser and each other shareholder of the Company eligible to exercise substantially similar tag-along rights with respect to the Proposed Transfer; provided, however, that the Purchaser’s right under this Section 5.2(a) is subject to the determination by the Company that his participation in the Proposed Transfer on the same terms and conditions as the Transferring Sponsor complies with all applicable Federal, state and non-U.S. securities laws or applicable exemptions therefrom.
Sample 1
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Initial Investment Shares. In accordance with Section 5.5 (a) above, the Company shall not exercise its right to repurchase (or to cause its designee to repurchase) any Initial Investment Shares purchased by the Purchaser prior to the Termination Date upon exercise of Investment Rights.
Sample 1

Related to Initial Investment Shares

  • INITIAL INVESTMENT The Advisor has contributed to the Company $200,000 in exchange for 20,000 Equity Shares (the "Initial Investment"). The Advisor may not sell these shares while the Advisory Agreement is in effect, although the Advisor may transfer such shares to Affiliates. The restrictions included above shall not apply to any Equity Shares, other than the Equity Shares acquired through the Initial Investment, acquired by the Advisor or its Affiliates. The Advisor shall not vote any Equity Shares it now owns, or hereafter acquires, in any vote for the removal of Directors or any vote regarding the approval or termination of any contract with the Advisor or any of its Affiliates.

  • Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Fixed Purchases or VWAP Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Company Securities Section 3.2(a)........................................11

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