Number of Additional Shares Sample Clauses

Number of Additional Shares. The number of Additional Shares by which the Conversion Rate shall be increased shall be determined by reference to the table below, with reference to the date such Fundamental Change transaction becomes effective (the “Fundamental Change Effective Date”) and the price (the “Share Price”) paid per share of Common Stock in such Fundamental Change transaction. If the holders of Common Stock receive only cash in the Fundamental Change transaction, the Share Price shall be the cash amount paid per share of Common Stock. Otherwise, the Share Price shall be the average of the Closing Prices of the Common Stock on the five Trading Days immediately prior to but not including the Fundamental Change Effective Date. As of any date upon which the Conversion Rate is adjusted pursuant to Section 13, the Share Prices set forth in the first row of the table below shall be adjusted by the Company such that the adjusted Share Prices shall equal the Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted pursuant to Section 13. If the Share Price is between two Share Prices in the table, or the Fundamental Change Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Share Prices and the two Effective Dates, as applicable, based on a 365-day year. If the Share Price is in excess of $40.00 per share (subject to adjustment as set forth herein), or if the Share Price is less than $4.00 per share (subject to adjustment as set forth herein), no Additional Shares will be added to the Conversion Rate. Number of Additional Shares Share Price Effective Date $4.00 $4.50 $5.00 $6.00 $8.00 $10.00 $15.00 $20.00 $30.00 $40.00 [·]-09 50.0000 46.0003 41.5267 34.8385 26.1594 21.1836 14.3705 10.9497 7.2809 5.6892 [·]-10 50.0000 43.9440 39.6511 33.0145 25.0260 20.2654 13.5942 10.2582 7.0385 5.1628 [·]-11 50.0000 41.1360 37.1115 30.9136 23.4248 18.7203 12.7812 9.5478 6.4523 5.0291 [·]-12 50.0000 37.2409 33.5946 27.9166 21.1402 16.8786 11.3230 8.6454 5.7261 4.4736 [·]-13 50.0000 31.9489 28.7922 24.0022 18.0230 14.3540 9.6154 7.3421 4.9131 3.8419 [·]-14 50.0000 24.8885 22.1294 18.3662 13.7871 11.0362 7.3390 5.5413 3.6946 2.7682 [·]-15 50.0000 22.2222 13.4875 1...
Sample 1Sample 2
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Number of Additional Shares. Underwriter To Be Purchased To Be Purchased Xxxxx-Xxxxxx Capital Group LLC 3,780,000 567,000 Xxxxxxxxx & Company LLC 1,620,000 243,000 Total 5,400,000 810,000 SCHEDULE II Time of Sale Prospectus
Sample 1
Number of Additional Shares. Public Offering Price per Firm Share: $ Public Offering Price per Additional Share: $ Underwriting Discount per Firm Share: $ Underwriting Discount per Additional Share: $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Additional Share (before expenses): $ SCHEDULE D Lock-Up Parties Name Bin Xue Ai Xxxx Xxxxx Xxx Xxx Xxxxxxxx Xxxx Xxx Xxxxxxx Xxx-Xxx Xxxxx Xxxxx Tu Xxxxx Xxxx TLCW Ventures Pte. Ltd. GBUY GLOBAL LTD Rocket Internet Capital Partners II SCS Wavemaker Pacific 3, L.P. XXXX Xxx Tie Xxx Xx Xxxx Xianhui Xxxx XXXX FUND XX XXXX Kai Xxxx XXXX Xxx Xxx TAN Beng Kiat XXX Xxxxx Xxxx XXXX Xxxxx Xxxx HONG Haicheng SEE Xxxx Xxx XXX Xxxxx Xxx Lojanagosin Teepakom WINMARK INVESTMENT HOLDINGS LIMITED Global Founders Capital Gmbh &Co. KB-MDI CENTAURI MASTER FUND PTE. LTD. Rocket Internet Capital Partners (Euro) ii Scs WBUYSEED PTE. LTD. Xxxx Xxxxx Xxxx Xxxx Xxxx Xxx Xxxx Xxxx Long SCHEDULE E Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization New Retail International Pte. Ltd. Singapore The Shopaholic Bear Pte. Ltd. Singapore Bear & Bear Pte. Ltd. Singapore PT Webuy Social Indonesia Indonesia EXHIBIT A Form of Lock-Up Agreement [ ], 20233 XX Xxxxxx, division of Benchmark Investments, LLC 000 Xxxxxxx Xxxxxx, 39th Floor New York, NY 10022 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to XX Xxxxxx, division of Benchmark Investments, LLC (the “Representative”) in connection with the proposed underwriting agreement (the “Underwriting Agreement”) between WEBUY GLOBAL LTD, a Cayman Islands company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of the Company. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of closing of the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consen...
Sample 1
Number of Additional Shares. Selling Shareholder To Be Sold To Be Sold CGI Magyar Holdings, LLC Sixty Xxx Xxxxxx Xxxx Xxxxxxxx, XX 00000 Attn: General Counsel Facsimile: (000) 000-0000 1,300,000 185,000 Total: 1,300,000 185,000 SCHEDULE IV List of Businesses Compass AC Holdings, Inc. AFM Holdings Corporation Anodyne Medical Devices, Inc. CBS Personnel Holdings, Inc. Halo Xxx Xxxxx LLC Xxx Factory Holding Corporation Liberty Safe and Security Products, Inc. SCHEDULE V Persons subject to Lock-Up Agreement Xxxxxx X. Xxxxx Pharos I LLC I. Xxxxxx Xxxxxxx Xxxxx X. Xxxxxxxxxxx C. Xxxx Xxx Xxxxxx X. Xxxxxxx D. Xxxxxx Xxxxx Xxxx X. Xxxxxxx Xxxxx X. Xxxx Xxxx X. Xxxxxxxxx SCHEDULE VI Filed Pursuant to Rule 433 Registration Statement No. 333-159339 Pricing Term Sheet Compass Diversified Holdings [ ] Shares This term sheet to the preliminary prospectus supplement dated April [ ], 2010 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement. Issuer: Compass Diversified Holdings Symbol / Exchange: CODI / Nasdaq Global Select Market Shares offered before overallotment option: [ ] shares To be sold by the Company: To be sold by the Selling Shareholder: Maximum number of shares to be sold in overallotment: [ ] shares Price to public: $[ ] per share Underwriting discount: [ ]% Net proceeds to issuer: $[ ] (after deducting underwriting discounts and estimated net offering expenses) assuming no exercise of the overallotment option Last reported sale price (April [ ], 2010): $[ ] Pricing Date April [ ], 2010 Closing Date: April [ ], 2010 CUSIP: [ ] Underwriters: Xxxxxx Xxxxxxx & Co. Incorporated UBS Investment Bank BB&T Capital Markets CJS Securities Xxxxxx Xxxxxxxxxx Xxxxx Sun Trust Xxxxxxxx Xxxxxxxx We have filed a registration statement (including a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement included in that registration statement and other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx...
Sample 1
Number of Additional Shares. Selling Stockholder Class A Common Stock ------------------- -------------------- BancBoston Investments, Inc. 71,305 Pyramid Ventures, Inc. 72,567 Boston Ventures Limited Partnership IV 82,353 Boston Ventures Limited Partnership IVA 57,949 Marcus, Mr. Larry D. 00,940 Xxxxxx Investments, L.P. 6,405 Total: 304,528 ------ SCHEDULE II SINCLAIR BROADCAST GROUP, INC. Underwriter Number of Firm Shares ----------- --------------------- Smith Barney Inc. 1,975,000 XX Xxxx. Brown Incorporated 1,317,500 Credxx Xxisse First Boston Corporation 988,200 Bear, Stearns & Co. Inc. 576,341 Fxxxxx Xelz LLC 576,000 Xxxxxxn, Sachs & Co. 576,000 Xxhman Brothers Inc. 289,000 XationsBanc Montgomery Securities LLC 289,770 Allen & Xxxxxxx Incorporated 160,000 CIBC Oppenheimer Corp. 160,000 X.X. Xxxxxxs & Sons, Inc. 160,000 Xxxx Xxson Wood Walker, Incorporated 160,000 Xxxxxxxxxx Xxxxxxties Incorporated 160,000 Schroder & Co. Inc. 160,000 XXX Securities LLC 160,000 Wasserstein Perella Securities, Inc. 160,000 Xxxxx Xxxxx Xxcurities, Inc. 160,000 ------------------- Total: 8,030,187 ------ SCHEDULE III SINCLAIR BROADCAST GROUP, INC. Selling Stockholder Deliver All Notices to: ------------------- ----------------------- BancBoston Investments, Inc. 175 Federal Street, 10th Floor Xxxxxx, XX 00000 Xxxxxxxxx: Xxxx Xxxxxon Pyramid Ventures, Inc. Bankers Xxxxx 130 Liberty Street, 25th Floor Xxx Xxxx, XX 00000 Xxxxxxxxx: Xxxxx Xxxxove Boston Ventures Limited Partnership IV 1 Federxx Xx., 00xx Floor Xxxxxx, XX 00000 Xxxxxxxxx: Xxxxxxxxx Flynn Boston Ventures Limited Partnership IVA 1 Fedxxxx Xx., 00xx Floor Xxxxxx, XX 00000 Xxxxxxxxx: Xxxxxxxxx Flynn Marcus, Mr. Larry D. Marcux Xxxxxxxxxxx, L.X. 00 West Brentmoor Park Xxxxxxx, XX 00000 Xxxxxxxxx: Xxxxx Xxxxus Marcus Investments, L.P. Marcus Ixxxxxxxxxx, X.X. 00 West Brentmoor Park Xxxxxxx, XX 00000 Xxxxxxxxx: Xxxxx Xxxxus EXHIBIT A SINCLAIR BROADCAST GROUP, INC. Chesapeake Television, Inc. Chesapeake Xxxxxxxion Licensee, Inc. Cresap Enterprises, Inc. FSF-TV, Inc. KABB Licensee, Inc. KDNL Licensex, Xxx. KDSM, Inc. KDSM Licensee, Inc. KLGT Licensee, Inc. KSMO, Inc. KSMO Licensee, Inc. KUPN Licensee, Inc. SCI-Indiana Licensee, Inc. SCI-Sacramento Licensee, Inc. Sinclair Acquisition I, Inc. Sinclair Acquisition II, Inc. Sinclair Caxxxxx (Xelaware statutory truxx) Xxxxlair Communications, Ixx. Xxxxlair Radio of Albuquerque, Inc. Sincxxxx Xxxio of Albuquerque Licexxxx, Xxc. Sinclair Radio of Buffalo, Xxx. Xinclair Radio of Buffalo Licensee, Inx. Xx...
Sample 1
Number of Additional Shares. (per $1,000 principal amount of Notes) 4, 5 Applicable Price Make-Whole Effective Date $ 44.43 $ 49.01 $ 55.54 $ 66.65 $ 77.75 $ 88.86 $ 106.63 $ 124.40 $ 142.18 $ 159.95 , 2017 6.896 5.825 4.666 3.340 2.499 1.940 1.374 1.030 0.804 0.646 , 2018 6.317 5.212 4.028 2.710 1.916 1.418 0.952 0.693 0.534 0.428 , 2019 5.781 4.600 3.334 1.959 1.200 0.789 0.475 0.334 0.257 0.208 , 2020 5.428 4.171 2.760 1.022 0.021 — — — — — , 2021 5.161 3.931 2.577 0.947 0.020 — — — — — , 2022 4.718 3.522 2.261 0.817 0.020 — — — — — , 2023 3.880 2.703 1.602 0.543 0.020 — — — — — provided, however, that:
Sample 1
Number of Additional Shares. = A x B --- C Where A = Total number of additional shares of Presxxx-Xxx. Common Stock necessary to enable Purchaser and its affiliates to achieve the desired ownership target; B = Total number of shares of Presxxx-Xxx. Common Stock owned by Seller (after giving effect to the sale of the Shares specified in Section 1.1 of this Agreement); and C = Total number of shares of Presxxx-Xxx. Common Stock owned by each of the Series B shareholders identified on Schedule 3.4 attached hereto (after giving effect to the sale of the Shares specified in Section 1.1 of this Agreement and in Section 1.1 of each of the agreements entered into with the other Series B Shareholders in connection with the Series B Offer).
Sample 1
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Number of Additional Shares. It is acknowledged and agreed ---------------------------- that for the purposes of determining the dilution pursuant to this Section 10, the number of Additional Shares shall equal the number of Additional Shares actually issued and sold with respect to the applicable Capital Call.
Sample 1

Related to Number of Additional Shares

  • Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (c) above), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows:

  • Additional Shares Neither the Company nor any company controlling, controlled by or under common control with the Company shall issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities or shall deposit any Shares under this Deposit Agreement, except under circumstances complying in all respects with the Securities Act of 1933. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with securities laws in the United States.

  • Listing of Additional Shares The filing with the Nasdaq National Market of a Notification Form for Listing of Additional Shares with respect to the shares of Acquiror Common Stock issuable to holders of Target Common Stock and Target stock options in connection with the Merger shall have been made.

  • Issuance of Additional Shares (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “

  • Issuance of Additional Shares, ADSs etc The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets, (viii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities or (ix) a distribution of property other than cash, Shares or rights to purchase additional Shares it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, the Company will furnish to the Depositary at its request, at the Company’s expense, (a) a written opinion of U.S. counsel (satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or (3) dealing with such other issues requested by the Depositary; (b) a written opinion of Cayman Islands counsel (satisfactory to the Depositary) stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Cayman Islands and (2) all requisite regulatory consents and approvals have been obtained in the Cayman Islands; and (c) as the Depositary may request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws or regulations of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:

  • Deemed Issue of Additional Shares of Common Stock (a) If the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

  • Adjustments for Issuance of Additional Shares of Common Stock In the event the Maker, shall, at any time, from time to time, issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.5(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date) (“Additional Shares of Common Stock”), at a price per share less than the Conversion Price then in effect or without consideration, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration per share paid for such Additional Shares of Common Stock.

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

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