IPO Shares Sample Clauses

IPO Shares. The Underwriters shall have purchased, concurrent with the purchase of the Allocated Shares by the Purchaser hereunder, the Firm Shares (as defined in the Underwriting Agreement) at the same purchase price (less any underwriting discounts or commissions) per share payable by the Purchaser hereunder.
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IPO Shares. 5.1 Upon the closing of the Initial Offering, each of the Directed Purchasers may elect to purchase (each, a “Directed Purchaser Option”), in which case the Company shall sell and issue to the Directed Purchaser, the IPO Shares. The IPO Shares will be sold by the Company and purchased by each Directed Purchaser at a purchase price per share equal the IPO Price. The IPO Shares shall, subject to the determination by the Company, with the advice of counsel, that such offer and/or sale does not violate applicable law, be registered by the Company for sale by the underwriters to the Directed Purchasers pursuant to the registration statement filed under the Securities Act in connection with the Initial Offering. Should either the Company not be permitted to offer to the Directed Purchasers all of the IPO Shares as an allotment in the Initial Offering, or the Directed Purchasers not be able to purchase all of the IPO Shares as an allotment in the Initial Offering, in either case as a result of the applicable law, then, at each Directed Purchaser’s option, such Directed Purchaser shall instead purchase from the Company, and the Company shall sell to each such Directed Purchaser in a private placement (the “Private Placement”), concurrently with the Initial Offering, the portion of the IPO Shares that is not included as an allotment in the Initial Offering at the IPO Price, with the result that the IPO Shares purchased in the Initial Offering and the IPO Shares purchased in the Private Placement shall, in the aggregate, equal the Maximum IPO Purchaser IPO Shares.
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IPO Shares. Except as specifically described in the Buyer’s Second Supplement to its Proxy Statement, as filed with the SEC on October 16, 2007, no shares which are not “IPO Shares” (as defined in the Buyer’s current Certificate of Incorporation, as amended to date) have been transferred by the original purchasers thereof. All shares of the Buyer’s common stock which are currently available for purchase and sale in public or private transactions are IPO Shares.
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IPO Shares. The Shares have been duly qualified under Regulation A+ - Tier II for sale to the public by the Securities and Exchange Commission as of April 25, 2017. The Shares, once issued, will be freely tradable by the Purchaser once this Offering is closed and the Shares are made available for trading on a securities exchange. Purchaser Representations. Purchaser represents that he or she has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment, and has so evaluated the merits and risks of such investment. Purchaser has been afforded full and complete opportunity to receive and review all business and financial information regarding Company and its business, and is satisfied as to the same. Purchaser is able to bear the economic risk of this investment and, at the present time, is able to afford a complete loss of such investment. No person has made any representations, guarantees or warranties of any kind to Purchaser regarding potential return on this investment or the future trading price or liquidity of the purchased shares, and Purchaser has had the opportunity to seek the advice of legal or financial advisers regarding this investment, and has carefully reviewed all Risk Factors associated with this highly speculative and risky investment. Purchaser has access to, and has reviewed the final qualified Form 1- AA (Offering Statement) on file with the Securities and Exchange Commission, which is also available on the xxxxxxxxxxxxxxxxx.xxx website.
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IPO Shares. The shares of Common Stock purchased by FFC from USWCC pursuant to the Securities Purchase Agreement at the First Closing (as defined in the Securities Purchase Agreement).
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IPO Shares. For purposes of determining thresholds listed in clauses (i) and (ii) above, the number of Common Shares shall be automatically proportionately adjusted effective upon the consummation of any transaction or series of related transactions (including, without limitation, any stock dividend, distribution, pro-rata redemption or stock repurchase, recapitalization, stock split or comparable transaction but not including any transfer or sale of shares by a Sponsor) that effects a change in the number of Common Shares then-currently owned or held of record by a Sponsor; provided, that no such adjustment will restore or increase the number of Sponsor Designees to which such Sponsor is entitled.
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IPO Shares. The Buyer’s Shares to be issued to Sellers under this section 1.02 shall be allocated to each of the Sellers as set forth below: Seller/Holder Percentage of Post-IPO Shares J. Xxxxxxxxx 53.2 % Yanofsky 4.4 % A. Xxxxxxxxx 2.5 % Rambamm 2.4 % IPO Purchasers 37.5 % TOTAL 100.0 % Buyer shall deliver such certificate or other evidence of the Buyer’s Shares being issued to the Sellers at the Closing (as defined herein).
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IPO Shares. Subject to the provisions of Section 3 below, the Company agrees that, upon the Company’s firmly underwritten initial public offering of the Company’s common stock (the “IPO”) registered under the Securities Act of 1933, as amended (the “Act”), the Company shall issue to Microsoft a number of shares of the Company’s common stock (the “IPO Shares”) calculated as follows: (1) if the IPO occurs prior to the three- year anniversary of this Agreement (the “Final Calculation Date”), by dividing $3,500,000 by the actual per share public offering price of the Company’s common stock in such IPO (the “IPO Price”), or (2) if the IPO occurs on or after the Final Calculation Date, by dividing the lesser of (i) $3,500,000 and (ii) the aggregate amount of the Company’s products purchased by Microsoft pursuant to the Vendor Program Agreement (the “Total Purchase Amount”) as of the Final Calculation Date by the IPO Price. When issued, the IPO Shares shall be deemed to be fully paid and nonassessable. To the extent any shareholders of the Company have shares of Common Stock registered for sale in the IPO or in any subsequent underwritten offering of the Company’s common stock in the 12 months following the IPO, Microsoft shall be entitled to include a minimum of 50% of the IPO Shares in such offering. Except as provided in the foregoing, the IPO Shares shall be subject to the standard restrictions applicable to a private placement of securities under applicable state and federal securities laws, and such other restrictions on transferability as may be required by the Company’s underwriters and applicable to all of the Company’s shareholders in connection with such IPO. Notwithstanding the foregoing, the IPO Shares shall only be issued in the event that such IPO occurs prior to a Change in Control (as defined below).
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Related to IPO Shares

  • Shares of Dissenting Stockholders Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

  • 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.

  • Common Shares 4 Company...................................................................................... 4

  • Founder Shares In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.

  • Dissenting Shareholders (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d).

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Dissenting Stockholders Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

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