Blocker Provision definition

Blocker Provision means a provision contained in the rights of the Preferred Stock class which prohibits conversion of the Preferred Stock if the conversion would require a vote of the Company’s stockholders pursuant to any applicable NYSE or NASDAQ rules, including because it would result in the holder(s) beneficially owning (as determined in accordance with Section 13(d)) in excess of 19.99% of all of the Common Stock (of the applicable publicly listed entity) outstanding at such time, which provision may be waived only upon (i) the holder providing the issuer of the Preferred Stock with 61 days' notice that the holder would like to waive the Blocker Provision, and (ii) approval of the waiver of the Blocker Provision by the stockholders of such issuer , with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Stock.
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Blocker Provision shall have the meaning specified in Section 14.13(a).
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Examples of Blocker Provision in a sentence

  • The number of Exchange Common Shares, if any, to be held in abeyance by the Company for the Holder on the Closing Date due to the Blocker Provision is set forth on the Holder’s signature page attached hereto.

  • For the avoidance of doubt, no Warrant referred to in this Section 5 will be deemed a Blocked Warrant, nor shall any such Warrant referred to in this Section 5 contain a Blocker Provision.

  • The Company hereby acknowledges and agrees that the Company shall reserve for issuance the Exchange Common Shares held in abeyance for the Holder due to the Blocker Provision and such Exchange Common Shares shall have first priority for issuance under the stockholder approval rules of the Principal Market.

  • The Blocker Provision was included in the Warrants at the request of the Holder.

  • The Company agrees to remove the Blocker Provision from the Warrants pursuant to the Holder’s request.

  • The Company hereby acknowledges and agrees that the Company shall reserve for issuance the Warrant Exchange Common Shares held in abeyance for the Holder due to the Blocker Provision.

  • LLC as Investment Manager Email Address of Purchaser: ________________________________________________________________ Address for Notice of Purchaser: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Address for Delivery of Securities for Purchaser (if not same as above): Closing Subscription Amount: $595,500 Warrant Shares: 595,500 EIN Number: Blocker Provision Election: Please choose from one of the two options below: (check one) o My Warrant and Note shall contain a 4.99% blocker provision.

  • The number of Warrant Exchange Common Shares, if any, to be held in abeyance by the Company for the Holder on the applicable Closing Date due to the Blocker Provision is set forth on the Holder’s signature page hereto under the heading “Abeyance Shares”.