Other Investor Shares Sample Clauses

Other Investor Shares. (a) Upon receipt of the written notice from a Requesting Investor, the Company shall give written notice to each other Investor and to the Management Investor. Subject to Section 3.3(b) hereof, the Company shall be required to cause the registration of securities for sale for the account of any Investor or the Management Investor (the "Participating Investor") in any registration of Eligible Securities requested pursuant to this Article 3 who has delivered written notice to the Company within fifteen (15) Business Days of the date of receipt by such Participating Investor of the above-referenced written notice from the Company (which notice from the Participating Investor to the Company shall specify the number of shares to be disposed of and the intended method of disposition); provided, that the Company shall not be required to cause the registration of all of the securities requested to be registered by Participating Investors if the Requesting Investor is advised in writing (with a copy to the Company) by a nationally recognized independent investment banking firm selected by the Requesting Investors (or as determined by Section 3.3(c)) that, in such firm's opinion, registration of all of such securities would materially adversely affect the offering and sale of Eligible Securities then contemplated by the Requesting Investor.
Sample 1
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Other Investor Shares. Upon receipt of written notice from a Requesting Investor, the Company shall give written notice to each other Investor of the receipt of notice from the Requesting Investor. The Company shall include in any registration statement filed pursuant to this Article III the Eligible Securities of any other Investor (a "Participating Investor") who has delivered written notice to the Company within 15 Business Days of the date of receipt by such Participating Investor of the above-referenced written notice from the Company. A notice from a Participating Investor under this Section 3.3 shall specify the number of Eligible Securities to be included in the registration statement and the intended method of disposition.
Sample 1
Other Investor Shares. A Requesting Investor who delivers a written notice to the Company shall promptly give such written notice to each other Investor. The Company shall include in any registration statement filed pursuant to this Article II the Eligible Securities of any other Investor (a “Participating Investor”) who has delivered written notice to the Company within ten (10) Business Days of the date of the Company’s receipt of the above-referenced written notice from the Requesting Investor. A notice from a Participating Investor under this Section 2.3 shall specify the number of Eligible Securities to be included in the registration statement and the intended method of disposition.
Sample 1
Other Investor Shares. (a) Upon receipt of the written notice from a Requesting Investor, the Company shall give written notice to each other Investor. Subject to Section 3.3(b) hereof, the Company shall be required to cause the registration of securities for sale for the account of any Investor (the "Participating Investor") in any registration of Eligible Securities requested pursuant to this Article III who has delivered written notice to the Company within fifteen (15) Business Days of the date of receipt by such Participating Investor of the above-referenced written notice from the Company (which notice from the Participating Investor to the Company shall specify the number of shares to be disposed of and the intended method of disposition); provided, that the Company shall not be required to cause the registration of all of the securities requested to be registered by Participating Investors if the Requesting Investor is advised in writing (with a copy to the Company) by a nationally recognized independent investment banking firm selected by the Requesting Investor (or as determined by Section 3.3(c)) that, in such firm's opinion, registration of all of such securities would materially adversely affect the offering and sale of Eligible Securities then contemplated by the Requesting Investor.
Sample 1

Related to Other Investor Shares

  • Other Investors As part of the Offering, the Company proposes to enter into Securities Purchase Agreements in the same form as this Agreement with certain other investors (the “Other Investors”), and the Company expects to complete sales of Shares to them. The Investor and the Other Investors are sometimes collectively referred to herein as the “Investors,” and this Agreement, the Registration Rights Agreement and the Securities Purchase Agreements executed by the Other Investors are sometimes collectively referred to herein as the “Agreements.” The Company may accept executed Agreements from Investors for the purchase of Shares commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and concluding upon the date (the “Subscription Date”) on which the Company has notified Canaccord Xxxxx, Inc. (in its capacity as placement agent for the Shares, the “Placement Agent”) in writing that it will no longer accept Agreements for the purchase of Shares in the Offering, but in no event shall the Subscription Date be later than July 7, 2006. Each Investor must execute and deliver a Securities Purchase Agreement and a Registration Rights Agreement and must complete a Stock Certificate Questionnaire (in the form attached as Exhibit “A” hereto) and an Investor Questionnaire (in the form attached as Exhibit “B” hereto) in order to purchase Shares in the Offering.

  • 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.

  • Company Securities Section 3.2(a)........................................11

  • Other Shares The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

  • Issued Shares The Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund (and to be distributed immediately thereafter to its shareholders) pursuant to this Agreement, will have been duly authorized at the Effective Time. Said shares when issued and delivered will be registered under the 1933 Act, will be duly and validly issued, fully paid and non-assessable. No shareholder of the Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Shares The term “

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

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