Number of Shares to be Included Sample Clauses

Number of Shares to be Included. If the proposed sale or other disposition by the Company in connection with a Tag-Along Transaction is consummated, each Existing Partner shall have the right to sell to the Third Party as part of such proposed sale or other disposition such number of Registrable Securities owned by such Existing Partner equal to the product of (i) the ratio of the total number of Registrable Securities owned by such Existing Partner (assuming, with respect to all such Registrable Securities, the redemption or exchange for, or the conversion into, shares of Company Common Stock) at the time that such Existing Partners receives the Tag-Along Notice to the total number of outstanding shares of Company Common Stock at the time that such Existing Partner receives the Tag-Along Notice, and (ii) the number of Tag-Along Transaction Shares; provided, however, that if the number of Tag-Along Shares is greater than the number of Registrable Securities owned by such Existing Partner at the time that such Existing Partner receives the Tag-Along Notice, then such Existing Partner shall have the right to sell to the Third Party as part of the proposed sale or other disposition to the Third Party by the Company in connection with a Tag-Along Transaction the total number of Registrable Securities owned by such Existing Partner at the time that such Existing Partner receives the Tag-Along Notice. All calculations pursuant to this paragraph shall exclude and ignore any unissued shares issuable pursuant to stock options, warrants and other rights to acquire shares and pursuant to convertible or exchangeable securities; provided, however, that the provisions of this Section 8 shall not apply to (i) any shares of any class of Company Stock or convertible securities issuable upon redemption or conversion of the Company Preferred Stock, (ii) or any shares of Company Stock issued to employees, consultants or directors as compensation or incentives for services rendered to the Company, whether under the Company Stock Option and Incentive Plan or any successor thereto, or (ii) any issuance or sale of not more than $120,000,000 of Company Common Stock as contemplated in clause (x) of the parenthentrial of Section 5(e)(v) of the Articles Supplementary of the Company.
Sample 1
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Number of Shares to be Included. If the proposed sale or other disposition by the Company in connection with a Tag-Along Transaction is consummated, Buyer shall have the right to sell to the Third Party as part of such proposed sale or other disposition such number of Registrable Securities owned by Buyer equal to the Pro Rata Share of Buyer (as determined pursuant to Section 6.4(b) of the Stock Purchase Agreement) of the number of shares in the completed offering. All calculations pursuant to this paragraph shall exclude and ignore any unissued shares of Company Stock issuable pursuant to stock options, warrants and other rights to acquire shares of Company Stock and pursuant to convertible or exchangeable securities; provided, further, that the provisions of this Section 8 shall not apply to (i) any shares of any class of the Company Stock or convertible securities, issuable upon the redemption or conversion of the Purchased Shares; (ii) or any shares of Company Stock issued to employees, consultants or directors as compensation or incentives for services rendered to the Company, or the Operating Partnership, whether under the Company's amended Stock Option and Incentive Plan or any successor thereto; or (iii) any issuance or sale of not more than $120 million of Company Common Stock as contemplated in clause (X) of the parenthetical of Section 5(e)(v) of the Articles Supplementary.
Sample 1
Number of Shares to be Included. If the proposed sale or other disposition by the Company in connection with an Extraordinary Transaction is consummated, Buyer and the Advancing Party shall have the right to sell to the Third Party as part of such proposed sale or other disposition such number of Registrable Securities owned by Buyer and the Advancing Party equal to the product of (i) the ratio (which in no event shall exceed 30% for purposes of this Article 7) of the total number of Registrable Securities owned by Buyer and the Advancing Party at the time that Buyer or the Advancing Party receives the Tag-Along Notice to the total number of outstanding shares of Company Stock at the time that Buyer and Advancing Party receives the Tag-Along Notice, and (ii) the number of Extraordinary Transaction Shares; provided, however, that if the number of Tag-Along Shares is greater than the number of Registrable Securities owned by Buyer and the Advancing Party at the time that Buyer or the Advancing Party receives the Tag-Along Notice, then Buyer and Advancing Party shall have the right to sell to the Third Party as part of the proposed sale or other disposition
Sample 1
Number of Shares to be Included. The number of shares of Common Stock that each Stockholder so electing to sell (each such Person, an “Accepting Stockholder”) will be permitted to include in a Proposed Sale on a pro rata basis pursuant to a Sale Request will be the product of (i) the number of shares of Common Stock held by such Accepting Stockholder immediately prior to the closing of the Proposed Sale multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock proposed to be purchased by the Potential Purchaser and the denominator of which is the total number of shares of Common Stock held by the Stockholders immediately prior to the closing of the Proposed Sale. If applicable, the number of shares of Preferred Stock that each Accepting Stockholder will be permitted to include in a Proposed Sale on a pro rata basis pursuant to a Sale Request will be the product of (i) the number of shares of Preferred Stock held by such Accepting Stockholder immediately prior to the closing of the Proposed Sale, multiplied by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock proposed to be purchased by the Potential Purchaser and the denominator of which is the total number of shares of Preferred Stock held by the Stockholders and their Permitted Transferees immediately prior to the closing of the Proposed Sale. For the avoidance of doubt, a Stockholder will only be entitled to participate in a Proposed Sale of Preferred Stock to the extent such Stockholder beneficially owns Preferred Stock.
Sample 1

Related to Number of Shares to be Included

  • Adjustment to Number of Shares Upon each adjustment of the Exercise Price, the number of Shares issuable upon exercise of the Warrant shall be increased to equal the quotient obtained by dividing (x) the product resulting from multiplying (i) the number of Shares issuable upon exercise of the Warrant, and (ii) the Exercise Price, in each case as in effect immediately before such adjustment by (y) the adjusted Exercise Price.

  • Adjustment of Exercise Price, Number of Shares or Number of Rights The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Number of Shares This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively, and as may be adjusted from time to time pursuant to the provisions of this Warrant, the “Shares”).

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Number of Shares; Exercise Price This certifies that, for value received, Cede & Co., and any of its registered assigns, is the registered owner of the number of Warrants set forth on Schedule A hereto, each of which entitles the Warrantholder to purchase from the Company, upon the terms and subject to the conditions hereinafter set forth, a number of fully paid and nonassessable shares of Common Stock (each a “Share” and collectively the “Shares”) equal to the Warrant Share Number at a purchase price per share equal to the Exercise Price. The Warrant Share Number and the Exercise Price are subject to adjustment as provided herein, and all references to “Warrant Share Number” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

  • Adjustment of Purchase Price, Number of Shares or Number of Rights The Purchase Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Adjustment of Number of Shares Purchasable Upon any adjustment of the Exercise Price as provided in Section 4.1, 4.2 or 4.3 hereof, the Holder hereof shall thereafter be entitled to purchase upon the exercise of this Warrant, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable on the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

  • Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights The Exercise Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Shares; Price The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price").

  • NUMBER OF SHARES AND EXERCISE PRICE The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

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