Investor Shares Sample Clauses
The 'Investor Shares' clause defines the specific class or series of shares that are issued to investors in a company. This clause typically outlines the rights, preferences, and privileges attached to these shares, such as voting rights, dividend entitlements, and liquidation preferences. For example, investor shares may have priority over common shares in the event of a company sale or liquidation. The core function of this clause is to clearly delineate the terms and protections afforded to investors, thereby ensuring transparency and reducing potential disputes regarding ownership and control.
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Investor Shares. (a) The Investor agrees to hold all shares of Preferred Stock registered in its name or beneficially owned by it as of the date hereof (hereinafter collectively referred to as the "Investor Shares") subject to the provisions of this Agreement.
(b) The Investor represents and warrants that he, she or it is the beneficial owner of the number and type of Investor Shares set forth on the signature page hereto as of the date hereof, does not beneficially own any other shares of capital stock of the Company and has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the proxy described herein.
Investor Shares. Section 3.4
Investor Shares. The Investors each agree to hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Investors after the date hereof (hereinafter collectively referred to as the "Investor Shares") subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement.
Investor Shares. The Investors each agree to hold all shares of Series A Preferred registered in their respective names or beneficially owned by them as of the date hereof and any and all Series A Preferred legally or beneficially acquired by each of the Investors after the date hereof (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement. Any shares of the Company’s Common Stock issued upon the conversion of any such Investor Shares shall not be Investor Shares and shall not be subject to the provisions of this Agreement.
Investor Shares. As an additional inducement to Holder, the Company shall issue 25,000 shares of Common Stock to the Holder. The Common stock shall have piggy-back registration rights.
Investor Shares. All Shares held by Capital IV, Capital V or any other Sponsor Investment Vehicle controlled jointly by the two Sponsor Groups and/or their respective Affiliates may be aggregated together for purposes of determining the availability of any rights under this Agreement that are based on the number of Shares held by a Stockholder in such manner as is specified by written notice to the Company by a Requisite Capital IV Majority; provided that, in the absence of such notice, the ability to exercise such rights shall be presumed to be held by Capital IV, Capital V or any such other Sponsor Investment Vehicle in proportion to the respective numbers of Shares it holds. All Shares at any time held by any Sponsor Entity and its Affiliates and Affiliated Funds may be aggregated together for purposes of determining the availability of any rights under this Agreement that are based on the number of Shares held by a Stockholder in such manner as is specified by written notice to the Company by such Sponsor Entity; provided that, in the absence of such notice, the ability to exercise such rights shall be presumed to be held by such Sponsor Entity and its Affiliates and Affiliated Funds in proportion to the respective numbers of Shares they hold; and provided further that within any Sponsor Group, the ability to exercise any rights under this Agreement of the members of such Sponsor Group that at any time hold Shares may be allocated among such members in such manner as is determined by the members of such Sponsor Group that then hold at least a majority of the total number of Shares then held by such Sponsor Group, as set forth in a written notice to the Company.
Investor Shares. Notwithstanding the other terms of this Agreement, until an IPO, no Investor or its Affiliates shall Transfer all or any part of any interest in the Equity Securities now or hereafter beneficially owned or held by it/him/her to any Competitor of the Company, except with the prior written consent of the Company and in accordance with this Section 4. For the purpose of this Section 4.1(b) and Section 7.2, a “Competitor” of the Company shall mean a company that have legally used any trademark as set forth in EXHIBIT B in its business, which may be updated by the Company quarterly, provided that any trademark added to EXHIBIT B must, in the good faith and reasonable determination of the Company, be used by a company whose main business in the PRC relates to coffee product and directly competes with the business of the Group in the PRC. In the case of any Transfer of Equity Securities by an Investor, the relevant transferee may be assigned the rights and become bound by the obligations arising from this Agreement as an Investor and/or Shareholder (as applicable) by executing a deed in the form of EXHIBIT A attached hereto and furnishing it to the Company and the other Investors.
Investor Shares. Section 1.1................................................2 Litigation - Section 3.7(a)..................................................9 New Common Stock - PREAMBLE..................................................1
Investor Shares. The Investors each agree to hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof, and any and all other securities of the Company legally or beneficially acquired by each of the Investors after the date hereof (including but not limited to all shares of Series A Preferred Stock, par value $0.01 per share (the "SERIES A PREFERRED STOCK"), of the Company and all shares of Common Stock issued upon conversion of the Series A Preferred Stock) (hereinafter collectively referred to as the "INVESTOR SHARES"), subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement.
Investor Shares. The Investor Shares to be issued have been duly authorized and will, when issued in accordance with this Agreement, be validly issued, fully paid and non-assessable. When issued at the applicable Closing, the rights, privileges and preferences of the applicable Investor Shares will be as stated in the BJBC Amended Memorandum and Articles except where the failure to have such authority would not have a Material Adverse Effect. Other than transfer restrictions under applicable federal, state or foreign securities laws, the Investor Shares are not subject to any transfer restrictions, Lien or any right of first refusal or offer of any kind, other than those set forth in the Shareholders Agreement and the BJBC Amended Memorandum and Articles, and BJBC has not granted any right to purchase the Investor Shares to any other person or entity. Subject to the accuracy of the representations and warranties of the Investor in Article III, the issuance of the Investor Shares shall be exempt from, or not subject to, the registration requirements of Section 5 of the Act. BJBC shall do all reasonable things and take all reasonable actions necessary to permit and facilitate the issuance, or at the direction of the Investor, of the Investor Shares, provide that such issuance complies with the terms of this Agreement related thereto.