Allocation Shares definition
Examples of Allocation Shares in a sentence
A particular Purchaser's "pro-rata portion" of the Allocation Shares shall be determined by multiplying the number of Allocation Shares by a fraction, the numerator of which shall be the number of shares of Series D Preferred (determined on an as-converted basis) held by a particular Purchaser and the denominator of which shall be the total number of shares of Series D Preferred (determined on an as-converted basis) then outstanding.
The Company is authorized to issue one thousand (1,000) Allocation Shares.
To the extent that the gross proceeds of any Additional Financing reduce the Additional Cash set forth on the signature page hereto, the number of Warrants and the Sponsor Promote Allocation Shares subscribed for by the Investor shall each be reduced in proportion to the amount by which the Additional Cash is reduced.
Each Member holding an Allocation Share shall have all the rights, privileges and obligations set forth herein pertaining to holders of Allocation Shares.
The holders of Allocation Shares shall not be entitled to vote with respect to any issue relating to the Company notwithstanding the Act or other applicable law, except as provided in Articles X and XII (in which case, the holders of Allocation Shares shall have one vote per Allocation Share).
Following the Closing, Holdings shall timely file a Form D with the SEC with respect to the Direct Allocation Shares and the Unsubscribed Shares issued hereunder to the extent required under Regulation D of the Securities Act and shall provide, upon request, a copy thereof to each Equity Commitment Party.
Such Shareholder may not consummate the proposed sale or disposition to the Transferee unless (x) the sale of Allocation Shares pursuant to the co-sale right of Investor (but only if an Investor timely accepts the offer of such Shareholder and the Transferee) is consummated; (y) an Investor waives the right of co-sale as to all or part of the Allocation Shares; or (z) the irrevocable offer expires without acceptance by an Investor after the fifteen (15) day period.
SHARES The Purchasers that are interested in purchasing all or part of their respective pro-rata portion of the Allocation Shares shall advise the Company of their interest no later than the end of the aforesaid forty-eight (48) hour period, specifying the quantity of the applicable Purchaser's pro-rata portion of Allocation Shares that the Purchaser is interested in purchasing.
Investor shall have fifteen (15) days after receipt of the Co-Sale Notice to accept such offer as to all or a portion of the Allocation Shares and notify the Transferee and such Shareholder in writing of the number of Allocation Shares, if any, Investor wishes to sell to the Transferee.
If a particular Purchaser shall have indicated its interest in purchasing all of such Purchaser's pro-rata portion of the Allocation Shares (an "Allocation Purchaser"), each such Allocation Purchaser shall be offered the right to purchase such Allocation Purchaser's respective pro-rata portion of the Allocation Shares that other Purchasers have not indicated an interest in purchasing.