Additional Issuance of Shares Sample Clauses

Additional Issuance of Shares. (a) For purposes of this Section 4.9, the following definitions shall apply:
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Additional Issuance of Shares. If a Conversion Date (as defined in the Certificate of Designations) for any of the Shares occurs prior to the issuance of Common Stock on the Third Stock Purchase Date (as defined in the Purchase Contract Agreement) for the Equity Units, then the Company shall, concurrently with each Stock Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date (each as defined in the Purchase Contract Agreement), as applicable, for the Equity Units following such Conversion Date issue to the Trust or to such other Person as the Trust may direct a number of shares of Common Stock equal to the excess of (x) the number of shares of Common Stock the Trust would have received if it had converted such Shares immediately after the issuance of such shares of Common Stock on such Stock Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date over (y) the number of shares of Common Stock received upon the conversion of such Shares by the holder thereof plus the number of shares of Common Stock delivered to the Trust or its designee under this Section 6.6 as a result of any earlier settlement of such Equity Units. Any such shares of Common Stock issued to the Trust shall be registered for the sole benefit of the United States Treasury in the name of the Trustees in their capacities as Trustees of the Trust. Any such shares of Common Stock issued to such other Person shall be registered in the name of such other Person as the Trustees may direct in their capacities as Trustees of the Trust.
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Additional Issuance of Shares. (a) In the event that after the date hereof and prior to the Effective Date the Company, without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities, issues or agrees to issue any Common Stock Equivalents, other than shares of Excluded Stock, for a consideration (before deduction of any discounts, fees, commissions and other expenses) to the Company per share less than the Reference Price (the “Issuance Price”), each Purchaser shall be entitled immediately (and in any event prior to the end of the first Trading Day after the applicable issuance) to receive from the Company by wire transfer an amount in cash equal to the product of (A) the difference between the Reference Price minus such Issuance Price, times (B) the number of Shares purchased by such Purchaser hereunder. (i) (b) For purposes of any cash payments to a Purchaser under Section 4.9(a) above, the following provisions shall be applicable: In connection with any issuance of any Common Stock Equivalents, (x) the maximum number of shares of Common Stock issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, and (y) the price per share applicable to such Common Stock Equivalents shall be deemed to equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock, divided by the Deemed Number. (ii) In the case of the issuance of Common Stock Equivalents for cash, the amount of the consideration received by the Company shall be deemed to be the aggregate amount of cash received by the Company for such Common Stock Equivalents. (iii) In the case of the issuance of Common Stock Equivalents for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective of any accounting treatment.
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Additional Issuance of Shares. The Company shall not at any time after the date hereof until the date that is eighteen (18) months after the Closing Date issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), entitling any Person to acquire shares of Common Stock at a price per share less than the per Share Purchase Price without the approval of such issuance by a majority of the shares of Common Stock then outstanding. For such purposes, in connection with any issuance of Common Stock Equivalents, (x) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents and (y) the price per share applicable to such Common Stock Equivalents shall be deemed to equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock (without giving effect to any inchoate anti-dilution or similar adjustments that may be set forth in such Common Stock Equivalents) divided by the Deemed Number. This Section shall not apply to (i) the grant of options or warrants or (ii) the issuance of additional securities, in each case, to any employees, directors or consultants under any duly authorized Company stock option, restricted stock plan or stock purchase plan. This Section shall also not apply to the conversion, exercise or exchange of any Common Stock Equivalents outstanding as of the Closing Date.
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Additional Issuance of Shares. The Company agrees to issue to the Investors within five (5) business days following the Effective Date an additional amount of shares of Common Stock equal to the product of (x) 9.0% multiplied by (y) the sum of (a) the total number of Purchased Shares plus (b) the total number of Warrant Shares issuable upon exercise of the Warrants, which shall be allocated pro rata among the Investors based on the number of Purchased Shares and Warrant Shares held by the Investors at the time of such issuance and shall be included in the Registration Statement pursuant to the Registration Agreement.
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Additional Issuance of Shares. Unless otherwise approved by the Company’s Board of Directors, pursuant to the Company’s Amended and Restated Articles of Incorporation, the Company shall not issue additional shares of the Preferred Stock, or any warrant therefor, or any other security convertible into such shares of Preferred Stock.
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Additional Issuance of Shares. (a) If the audited, consolidated financial statements (the “Audited 2009 Financials”) of the Company and its Subsidiaries filed in 2010 by the Company with the Commission as part of the Company’s Annual Report on Form 10-K reflects Net Income of less than US$11,500,000, then the Company, within ten days after the date of such filing and without any further action or payment on the part of the Purchasers, shall issue to each Purchaser, in a transaction that does not require registration under the Securities Act, a stock certificate representing such number of duly authorized, validly issued, fully-paid and non-assessable Shares calculated as follows; provided, however that in no event shall the Company issue in excess of 3,500,000 Shares in the aggregate under this Section 2.4: Where: X = the number of Shares to be issued to the Purchasers in accordance with this Section 2.4 P = (aggregate Subscription Amount of the Purchasers) / (Net Income * 7.9) O = Number of shares of Common Stock outstanding immediately after the issuance of the Shares to be issued pursuant to Section 2.1 S = Shares issued to the Purchasers pursuant to Section 2.1 Z = (Number of Shares issued to such Purchaser pursuant to Section 2.1) / S (b) For purposes of this Section 2.4, “Net Income” means the consolidated net income of the Company and its Subsidiaries for the calendar year ending December 31, 2009 as reported in the Audited 2009 Financials, excluding any income attributable to non-recurring, extraordinary transactions, including acquisitions and divestitures engaged in by the Company and its Subsidiaries, but increased by (i) any non-cash charges incurred as a result of the transactions contemplated hereunder and by the other Transaction Documents, including without limitation, the issuance of the Warrants and any Warrant Shares issued thereunder, and any issuance of Shares pursuant to this Section 2.4 and (ii) reasonable expenses incurred in connection with any bona fide public offering of the Company’s securities.
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Additional Issuance of Shares. Upon the exercise of this Option, the Company and Cooltech shall cause InfoSonics to issue to Cooltech’s shareholders of record as of the date of the closing of the Merger (the “Cooltech Shareholders”), an aggregate of 3,125,000 shares of InfoSonics’ common stock (or common stock equivalents), which shall be allocated to the Cooltech Shareholders in such manner and in such proportions as set forth in Section 2.03(b) of the Merger Agreement, as amended (the “Share Issuance”).
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Additional Issuance of Shares 
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Related to Additional Issuance of Shares

  • Additional Issuances There are no outstanding agreements or preemptive or similar rights affecting the Company's common stock or equity and no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of any shares of common stock or equity of the Company or other equity interest in any of the subsidiaries of the Company, except as described in the Reports or Other Written Information.

  • Additional Issuance of Securities So long as any Buyer beneficially owns any Securities, the Company will not, without the prior written consent of the Required Holders, issue any Notes (other than to the Buyers as contemplated hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes or the Warrants. The Company agrees that for the period commencing on the date hereof and ending on the date immediately following the Applicable Date (provided that such period shall be extended by the number of calendar days during such period and any extension thereof contemplated by this proviso on which any Registration Statement is not effective or any prospectus contained therein is not available for use or any Current Public Information Failure exists) (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below), provided that (1) such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein, (2) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 20% of the Common Stock issued and outstanding immediately following the Spin-Off (as defined in the Note) and (3) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the Conversion Shares; provided, that the terms of the Notes are not amended, modified or changed on or after the date hereof, (iv) the Warrant Shares; provided, that the terms of the Warrants are not amended, modified or changed on or after the date hereof, (v) any Common Stock issued or issuable by the Company on or prior to the Closing in a Permitted Subsequent Placement (as defined in the Warrants); provided, that the terms of the Permitted Subsequent Placement are not amended, modified or changed on or after the date hereof, (vi) shares of Common Stock issued pursuant to acquisitions or strategic transactions, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, (1) but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (2) all such issuances after the date hereof pursuant to this clause (vi) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately following the Spin-Off (as defined in the Notes) and (vii) as set forth in Schedule 4(k), provided that such securities set forth in Schedule 4(k)(i) are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein (each of the foregoing in clauses (i) through (vii), collectively the “Excluded Securities”). “Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such.

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Original Issuance of Notes 3 Section 2.01 Form..............................................................................3 Section 2.02 Execution, Authentication and Delivery............................................3 Section 2.03

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Initial Issuance To obtain the Credit for the first Taxable Year, the Company shall do the following on or before 90 days after the end of the first Taxable Year: 1. The Company shall notify the Department on the form attached hereto as Exhibit D (or substantially similar to such form) when all of the following has occurred: (a) the Project has been Placed in Service; (b) the Capital Improvements required by Section IV.B have been made; (c) the New Employees have been hired, including satisfying the applicable Payroll and Occupation obligations, as required by Section IV.C; and (d) if applicable, the minimum number of Retained Employees have been retained by the Company, including satisfying the applicable Payroll and Occupations obligations, as required by Section IV.D. 2. The Company shall provide to the Department proof as required by the Department, including but not limited to a certified attestation by the Company, payroll records and an audit performed by an independent, licensed certified public accounting firm, that the Company has done all of the following prior to the end of the first Taxable Year: a) made the Capital Improvements specified in Section IV.B; b) hired the New Employees specified in Section IV.C, accompanied by the information substantially in the form set forth in Exhibit E; c) if applicable, retained the Retained Employees specified in Sections IV.D, accompanied by the information substantially in the form set forth in Exhibit E; and d) achieved the level of Payroll in Illinois specified in Section IV.C(ii) and, if applicable, Section IV.D(ii) accompanied by the information substantially in the form set forth in Exhibit E.

  • Issuance of Warrants [If Warrants alone —Upon issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Other Securities and Warrants —Warrant Certificates will be issued in connection with the issuance of the Other Securities but shall be separately transferable and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Warrant Security. [

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Issuance of Options If the Company in any manner grants or sells any Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

  • Additional Issuances of Notes Subject to clauses (ii), (iii), (iv) and (v) of Section 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class A(2019-2) Notes, so long as the following conditions precedent are satisfied: (a) the Issuer shall have given the Indenture Trustee written notice of such issuance of additional Class A(2019-2) Notes (the “Notice of Additional Issuance”) at least one (1) Business Day in advance of the Issuance Date thereof, which notice shall include: (i) the Issuance Date of such additional Class A(2019-2) Notes; (ii) the amount of such additional Class A(2019-2) Notes being offered and the resulting Initial Dollar Principal Amount and Stated Principal Amount of Class A(2019-2) Notes; (iii) the date from which interest on such additional Class A(2019-2) Notes will accrue (which may be a date prior to the date of issuance thereof); (iv) the first Interest Payment Date on which interest will be paid on such additional Class A(2019-2) Notes; and (v) any other terms that the Issuer set forth in such notice of issuance of additional Class A(2019-2) Notes to clarify the rights of Holders of such additional Class A(2019-2) Notes or the effect of such issuance of additional Class A(2019-2) Notes on any calculations to be made with respect to the Class A(2019-2) Notes, the Class A Notes or the Issuer. All such terms shall be incorporated into and form a part of this Terms Document on and after the effective date of such Class A(2019-2) Notes; (b) no Class A(2019-2) Adverse Event has occurred and is continuing; and (c) either (i) the issuance of such additional Class A(2019-2) Notes would be treated as part of the same issue as the outstanding Class A(2019-2) Notes under Treasury Regulation Sections 1.1275-1(f)(1) or 1.1275-2(k) or (ii) such additional Class A(2019-2) Notes are not issued with “original issue discount” for purposes of Section 1273 of the Code. The Issuer shall not have to satisfy the conditions set forth in Section 310 of the Indenture in connection with an issuance of additional Class A(2019-2) Notes so long as such conditions were satisfied or waived in connection with the initial issuance of Class A(2019-2) Notes; provided, however, that the Issuer shall have to deliver to the Indenture Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance.

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