Returnable Shares Clause Samples

The Returnable Shares clause defines the conditions under which shares issued to a party may be required to be returned or surrendered. Typically, this clause applies in situations such as failed financing rounds, unmet performance milestones, or regulatory issues, where the original issuance of shares is contingent on certain events or obligations being fulfilled. By establishing clear terms for when and how shares must be returned, the clause protects the issuing company from unintended dilution and ensures that equity is only retained by parties who meet agreed-upon conditions.
Returnable Shares. In addition to the Commitment Shares, the Company shall issue 1,500,000 shares of its common stock to the Buyer, to be held in book entry (the “Returnable Shares”). The Returnable Shares must be returned to the Company by the Buyer, unless the Note enters into and uncured default during its 12-month term and the Note is repaid on or prior to maturity.
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Returnable Shares. 3.1 Prior to the conclusion of the Season (as defined below), a number of shares of Common Stock issuable or issued upon exercise of this Warrant shall be "Returnable Shares." The number of Returnable Shares at any such time shall be equal to the number of shares of Common Stock issuable and issued upon exercise of this Warrant, multiplied by a fraction, the numerator of which is the number of episodes of the Series (as defined below) scheduled to air in the Season minus the number of episodes that have already aired in such Season, and the denominator is the number of episodes scheduled to air in that Season. As each subsequent episode of the Series is aired, the number of shares of Common Stock issuable upon exercise of this Warrant or previously issued upon exercise of this Warrant which are deemed to be "Returnable Shares" shall be adjusted using the above formula. Notwithstanding the foregoing, upon the airing of ten episodes of the Series in the Season, none of the shares of Common Stock issuable upon exercise of this Warrant or previously issued upon exercise of this Warrant shall be "Returnable Shares".
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Returnable Shares. In connection with the funding of the Note, the Company shall issue to Buyer on the Closing Date, 2,666,666 shares of its restricted common stock (the “Returnable Shares”). The Returnable Shares shall be returned to the Company by the Buyer if the Company has a resale registration declared effective within 120 days following the issuance date of the Note, with such resale registration including at least 13,000,0000 shares of Common Stock issuable upon conversion of the Note.
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Related to Returnable Shares

  • Shareholder Accounts The proportionate allocation of expenses based upon the number of each Fund’s shareholder accounts and transaction activity in those accounts, measured over a period of time, relative to the total number of shareholder accounts and transaction activity in those accounts for all Funds receiving number of portfolio transactions for all Funds receiving services from the Service Company during such period.

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b. b. In the event that counsel to the Company fails or refuses to render an opinion as may be required by the Transfer Agent to affect a transfer of the Escrow Shares (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the Escrow Shares.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Escrow Shares If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.