Up-Front Equity Sample Clauses

Up-Front Equity. In partial consideration for Licensee’s rights in and to the Takeda Intellectual Property licensed hereunder and other rights granted hereunder, on or before the Effective Date, Licensee will issue and deliver to Takeda five hundred thousand (500,000) shares (the “Up-Front Shares”) of Common Stock, par value $0.0001 (“Common Stock”), which represents [***] percent ([***]%) of the Fully-Diluted Capitalization calculated immediately prior to the closing of the Qualified Financing (and, for the avoidance of doubt, excluding any convertible promissory notes that are converted into the securities issued in the Qualified Financing). To implement the issuance of the Up-Front Shares, the Parties shall execute and deliver to one another a Stock Issuance Agreement in the form attached hereto as Exhibit G. The Up-Front Shares shall be of the same class as the initial founders’ shares of Common Stock issued to Xxxxxxx Life Sciences IX.
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Up-Front Equity. Evidence satisfactory to Administrative Agent that all components of the Up-Front Equity has been fully paid and funded except for the Deferred Up-Front Equity Cash (it being acknowledged and agreed to that prior to first Advance of Loan Proceeds, the Deferred Up-Front Equity Cash shall be deposited by Borrower into the Up-Front Equity Account).
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Up-Front Equity. Evidence satisfactory to Administrative Agent that the Up-front Equity has been fully paid and funded.
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Up-Front Equity. Borrower agrees that Borrower or Guarantor will --------------- contribute an amount of equity proceeds equal to not less than ten percent (10%) of the total Approved Costs of the Project. LOAN AND SECURITY AGREEMENT-Page 33 ---------------------------
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Up-Front Equity. In partial consideration of the License granted hereunder and upon the terms and subject to the conditions set forth in that certain Stock Purchase Agreement entered into between the Parties concurrently with this Agreement, Rosetta shall sell, convey, assign and deliver to Prometheus, and Prometheus shall purchase and accept from Rosetta, two million (2,000,000) ordinary shares at a price of four US dollars ($4.00) per share for the aggregate purchase price of eight million US dollars ($8,000,000) (the “Up-Front Stock Issuance”).
Sample 1
Up-Front Equity. Evidence satisfactory to Administrative Agent that the Up-Front Equity has been fully paid and funded, including without limitation and to the extent applicable, all amounts required to satisfy Basel III Regulations.
Sample 1

Related to Up-Front Equity

  • Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

  • Treatment of Company Equity Awards (a) Except as provided in Section 2.4(d), as of the Effective Time, each option to purchase Company Common Stock (a “Company Stock Option”) granted under any Company Equity Plan that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Parent and shall be converted into a stock option (a “Parent Stock Option”) to acquire Parent Stock in accordance with this Section 2.4. Each such Parent Stock Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time (but taking into account any changes thereto provided for in the applicable Company Equity Plan, in any award agreement or in such Company Stock Option by reason of this Agreement or the Transactions). As of the Effective Time, each such Parent Stock Option as so assumed and converted shall be for that number of whole shares of Parent Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by the Stock Award Exchange Ratio, which product shall be rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Company Stock Option immediately prior to the Effective Time by the Stock Award Exchange Ratio, which quotient shall be rounded down to the nearest whole cent; provided, however, that each Company Stock Option (A) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (B) shall be adjusted in a manner which complies with Section 409A of the Code.

  • PAY EQUITY 23.01 The parties agree that there are no female dominated job classes within the bargaining unit and therefore, there are no pay equity adjustments required. This statement is deemed to constitute the Pay Equity Plan for the Employer Bargaining Agency and the Employee Bargaining Agency.

  • Working Capital Warrants Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.

  • 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.

  • No Claim Regarding Stock Ownership or Consideration There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • Basis of Purchases and Sales of Shares Xxxxxx will use its best efforts to place shares sold by it on an investment basis. Xxxxxx does not agree to sell any specific number of shares. Shares will be sold by Xxxxxx only against orders therefor. Xxxxxx will not purchase shares from anyone other than the Fund except in accordance with Section 5, and will not take “long” or “short” positions in shares contrary to the Agreement and Declaration of Trust of the Fund.

  • Net Share Settlement If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

  • Company Stock Plans (a) The Company shall take such action as shall be required:

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