Required Issuances Sample Clauses

Required Issuances. The Company shall issue such additional New Crumbs Class B Exchangeable Units or other Equity Securities to the Legacy Members and/or such other Persons as required by the Business Combination Agreement and/or to the Legacy Members or such other Persons as required by the Exchange Agreement and/or this Section 3.2 and Section 3.4 of this Agreement (each such issuance a “Required Class B Issuance”). In addition, the Company shall issue such additional New Crumbs Class A Voting Units to the Class A Holder as required pursuant to Section 3.4(b) and/or the Exchange Agreement (each such issuance a “Required Class A Issuance” and together with the Required Class B Issuances, the “Required Issuances”).
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Required Issuances. As contemplated by, and consistent with, the Exchange Agreement, at all times the Company shall have issued and outstanding the same number of Appleton Class A Voting Units as the number of shares of Common Stock that are issued and outstanding. In addition, the Company shall issue such Appleton Class A Voting Units to the Class A Holder as required pursuant to the Equity Purchase Agreement, the Cross Purchase Agreement, Section 3.4(b) and/or the Exchange Agreement, including, without limitation, the issuance of additional Appleton Class A Voting Units upon the issuance of Common Stock in connection with the exercise of warrants to purchase Common Stock and shall otherwise issue Appleton Class A Voting Units to the Class A Holder to the extent necessary so that at all times the Class A Holder shall hold a number of Appleton Class A Voting Units in an amount equal to the shares of Common Stock that are issued and outstanding (each such issuance a “Required Class A Issuance” or “Required Issuances”).
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Required Issuances. During the period (i) from July 1, 2018 through and including June 30, 2019, receive at least $30,000,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower and (ii) from July 1, 2019 through and including June 30, 2020, receive at least $25,000,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower; provided, that, (x) until clause (a)(i) has been satisfied by the Loan Parties, the Loan Parties shall receive (A) at least $15,000,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower during the period from July 1, 2018 through and including December 31, 2018 and (B) at least $15,000,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower during the period from January 1, 2019 through and including June 30, 2019 and (y) until clause (a)(ii) has been satisfied, the Loan Parties shall receive (A) at least $12,500,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower during the period from July 1, 2019 through and including December 31, 2019 and (B) at least $12,500,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower during the period from January 1, 2020 through and including June 30, 2020; provided, however, that, if the Borrower completes a Qualifying IPO on or before December 31, 2018 that results in the Borrower receiving at least $57,500,0000 in cash and Cash Equivalents, all requirements of this clause (a) shall be deemed satisfied on and as of such date of receipt.
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Related to Required Issuances

  • 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.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due xxxx or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • Valid Issuance of the Units The Units have been duly authorized and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (A) matters described in the Registration Statement and the Prospectus and (B) Sections 17-303, 17-607 or 17-804 of the Delaware LP Act), and will conform in all material respects to the description thereof contained in the Prospectus.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • VALID ISSUANCE; TAXES All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for shares of Common Stock in any name other than that of the Registered Holder of this Warrant, and in such case the Company shall not be required to issue or deliver any stock certificate or security until such tax or other charge has been paid, or it has been established to the Company's reasonable satisfaction that no tax or other charge is due.

  • Additional Notes; Variable Securities; Dilutive Issuances So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Company Common Stock at a price which varies or may vary after issuance with the market price of the Company Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Stock into which any Warrant is exercisable. For purposes of clarification, this does not prohibit the issuance of securities with customary “weighted average” or “full ratchet” anti-dilution adjustments which adjust a fixed conversion or exercise price of securities sold by the Company in the future. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Stock in excess of that number of shares of Company Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • 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.

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