Parent Common Stock Issuance Sample Clauses

Parent Common Stock Issuance. The aggregate amount of the Parent Common Stock issuable to Holders in respect of their shares of Company Capital Stock, Issued and Outstanding Company Options and Participating Company Notes pursuant to this Agreement shall not be greater than 19.99% of the shares of Parent Common Stock that were issued and outstanding prior to the First Effective Time, and assuming that (i) the entire Escrow Amount is fully paid to the Indemnifying Parties as Total Consideration in accordance with this Agreement (ii) the entire Retention Bonus Payment (less the amount of cash payable to Participating Individuals and Unaccredited Investors pursuant to Section 1.9(c)(ii)) is fully paid to the Holders as Total Consideration in accordance with this Agreement, (iii) any Dissenting Shares will receive a cash amount equal in value to the consideration otherwise payable to holders of Company Capital Stock in accordance with this Agreement, and (iv) to the extent Unaccredited Investors would otherwise have been entitled to be issued shares of Parent Common Stock as consideration or otherwise under this Agreement, Parent shall pay such amounts in cash pursuant to Section 1.6(g).
Sample 1
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Parent Common Stock Issuance. The aggregate amount of the Parent Common Stock issuable to the Equityholders in respect of their shares of Company Capital Stock and Company Options pursuant to this Agreement shall not be greater than nineteen and ninety-nine hundredths percent (19.99%) of the shares of Parent Common Stock that were issued and outstanding prior to the First Effective Time, and assuming that (i) each of the Performance-Based RSUs are fully vested and the shares subject to such Performance-Based RSUs are issued in full, (ii) any Dissenting Shares will receive a cash amount equal in value to the consideration otherwise payable to holders of Company Capital Stock in accordance with this Agreement, and (iii) to the extent Unaccredited Investors would otherwise have been entitled to be issued shares of Parent Common Stock as consideration or otherwise under this Agreement, Parent shall pay such amounts in cash pursuant to Section 1.6(e).
Sample 1
Parent Common Stock Issuance. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Closing Date (i) have been issued in compliance with applicable federal and state securities Regulations in reliance on exemptions from registration or qualification thereunder, and (ii) except for shares held by affiliates, are freely tradeable and eligible for resale in the public market without registration or qualification under federal securities laws.
Sample 1

Related to Parent Common Stock Issuance

  • Parent Common Stock The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued in connection with the Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and not subject to preemptive rights of any sort.

  • 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.

  • 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).

  • 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.

  • Common Stock 1 Company........................................................................1

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Adjustment for Common Stock Issue If the Company issues shares of --------------------------------- Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Warrant Price shall be adjusted in accordance with the formula: P - W' = W x O + M ------ A Where: W' = the adjusted Warrant Price W = the then current Warrant Price O = the number of shares outstanding immediately prior to the issuance of such additional shares P = the aggregate consideration received for the issuance of such additional shares M = the current market price per share on the date of issuance of such additional shares A = the number of shares outstanding immediately after the issuance of such additional shares The adjustment shall be made successively whenever any such issuance is made, and shall become effective after such issuance. This subsection (d) does not apply to:

  • Shares of Common Stock The Company shall have duly reserved the number of Debenture Shares required by this Agreement and the Transaction Documents to be reserved upon the conversion of the Debentures acquired by the Purchaser on the First Closing Date;

  • Common Shares 4 Company...................................................................................... 4

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

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