New Stock Issuances Sample Clauses

New Stock Issuances. Commencing after the Closing and completion of the Transactions contemplated by this Agreement and terminating upon the earlier of (i) the 91st consecutive calendar day period during which the public market capitalization of Integrated has equaled or exceeded $50,000,000, based on the number of issued and outstanding shares of Capital Stock (defined below) multiplied by the closing price for the Common Stock as reported by NASDAQ or any other national securities exchange on which the Common Stock is then listed or by a trading medium on which the Common Stock is then trading, (ii) the day that Integrated reports, in conformity with GAAP, positive consolidated operating income for four consecutive fiscal quarters in its periodic reports under the Exchange Act and filed with the Commission, or (iii) the fifth anniversary of the Closing Date, Integrated shall not sell or issue any shares of its capital stock (or securities convertible or exercisable into its capital stock at any time, collectively with its capital stock the “Capital Stock”) unless Integrated first offers, in respect of such sale or issuance, to the then record holders (including “street name” holders) of its Common Stock, the right to subscribe to the Capital Stock on a pro-rata basis (the “Basic Right”), which right may include, as determine by Integrated, the right to subscribe on a pro-rata basis to shares of Capital Stock not purchased by the shareholders pursuant to the Basic Right (with the Basic Right, collectively the “Rights”), if any; provided, however, Integrated shall not be required to offer any Rights if the issuance of the Capital Stock is in connection with (A) a stock split, stock dividend, or any subdivision of shares of any Capital Stock issued and outstanding immediately prior to such issuance; (B) the conversion or exercise into Capital Stock of any security issued and outstanding prior to the completion of or in connection with the Closing or of any security issued in a transaction which itself was subject to the offer of Rights and outstanding immediately prior to the issuance, provided that the terms of such security have not been changed as a benefit to the holders thereof after its issuance; (C) an award under a written stock option plan or other equity incentive plan or agreement (as might be registered on Form S-8, promulgated by the SEC) approved by the Integrated shareholders prior to such issuance, which award was issued for compensatory purposes to an employee,...
Sample 1
AutoNDA by SimpleDocs
New Stock Issuances. From the date of this Agreement until the fifth anniversary thereof, Lansdowne shall not, without the prior written consent of Yxxxxx Xxx, issue any shares of Lansdowne’s capital stock or any securities exercisable or convertible therefor.
Sample 1
New Stock Issuances. From the date of this Agreement until the fifth anniversary thereof, Dynasty shall not, without the prior written consent of Xx. Xxxxxxxx Xx, issue any shares of Dynasty’s capital stock or any securities exercisable or convertible therefor.
Sample 1
New Stock Issuances. The Company shall not issue any additional shares of Common Stock of the Company for the period commencing on the Closing and ending two hundred seventy-five (275) days after the closing of the Asset Purchase Agreement.
Sample 1

Related to New Stock Issuances

  • Stock Issuance Upon exercise of the Warrant, the Company will use its best efforts to cause stock certificates representing the shares of Preferred Stock purchased pursuant to the exercise to be issued in the individual names of Holder, its nominees or assignees, as appropriate at the time of such exercise. Upon conversion of the shares of Preferred Stock to shares of Common Stock, the Company will issue the Common Stock in the individual names of Holder, its nominees or assignees, as appropriate.

  • Rights to Future Stock Issuances Subject to the terms and conditions of this Section 10 and applicable securities laws, if at any time prior to the second anniversary of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities. The Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate among itself and its Affiliates.

  • Issuances The Shares to be issued hereunder will be validly issued, fully paid and nonassessable.

  • OVERALL LIMIT ON COMMON STOCK ISSUABLE Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock Issuance"). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Certificate of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(H).

  • Reservation of Stock Issuable Upon Conversion The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

  • VALID ISSUANCES The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Share Issuances If the Company shall at any time prior to the exercise in full of this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Price in effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities.

  • Reservation of Stock Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

  • Exercise of Options (a) The Option shall be exercised in accordance with the provisions of the Plan. As soon as practicable after the receipt of notice of exercise and payment of the Exercise Price as provided for in the Plan, the Company shall tender to the Optionee a certificate issued in the Optionee’s name evidencing the number of Option Shares covered thereby.

  • Exempt Issuance Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of an Exempt Issuance.

Time is Money Join Law Insider Premium to draft better contracts faster.