Additional Issuances of Common Stock Sample Clauses

Additional Issuances of Common Stock. In the event additional shares of Common Stock are issued by the Company to a Shareholder at any time during the term of this Agreement, either directly or upon the exercise or exchange of securities of the Company exercisable for or exchangeable into shares of Common Stock, the Company shall cause such additional shares of Common Stock, as a condition to such issuance, to become subject to the terms and provisions of this Agreement.
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Additional Issuances of Common Stock. The Company is required to issue the Debenture Shares to Investor in certain events of default as set forth in Section 3(b) of the Debenture. Such issuance shall occur within 10 business days of such default.
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Additional Issuances of Common Stock. 1. If TIVO shall at any time or from time to time prior to a Qualified Public Offering issue Additional Shares of Common Stock (as defined below) at an Effective Price (as defined below) less than the then Current Market Value (as defined below) of the Common Stock, TIVO shall cause the holders of the Shares to receive a number of additional shares of Common Stock determined in accordance with the formula:
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Additional Issuances of Common Stock. The Company agrees that, except for Common Stock issued pursuant to any arrangement approved by the Board of Directors to employees, officers and directors of, or consultants, advisors or other persons performing services for, the Company, it shall not issue any additional shares of Common Stock or Preferred Stock after the date hereof until the issuee of such shares agrees to become a party to this Agreement as a Common Holder and has executed a counterpart signature page to this Agreement provided, however, that if a Preferred Holder purchases additional shares of Common or Preferred Stock after the date hereof, then the Company shall not require such Preferred Holder to become a party to this Agreement as a Common Holder. Except as provided for in the immediately preceding sentence, any issuance of Common Stock or Preferred Stock without the issuee becoming a party hereto shall be void until such issuee has agreed to be bound by the terms hereof and has signed a counterpart signature page to this Agreement.
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Additional Issuances of Common Stock. The Company will authorize and reserve for issuance to additional members of management of the Company and its subsidiaries (as agreed upon by the Stockholders) shares of Common Stock in an amount equal to 3% of the Company's fully diluted Common Stock (as adjusted from time to time for stock splits, stock dividends, recapitalizations and similar events) (the "Additional Shares"). Prior to issuing any such Additional Shares, the Company shall require such additional members of management to be bound by the restrictions provided in this Agreement. In the event that all of the Additional Shares are not issued to such additional members of management within two years after the date hereof the Company shall offer any such remaining Additional Shares to the Executives for purchase on terms substantially the same as set forth in the Management Agreements and the Consultant Agreement, pro rata based on their ownership of Common Stock at such time.
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Additional Issuances of Common Stock. Subject to the last sentence of this Section 2(b), the Company shall use its commercially reasonable efforts to obtain effectiveness of the Registration Statement as soon as practicable. However, in the circumstances described in this Section 2(b), the Company shall be required to issue a Warrant for the purchase of additional shares of Common Stock to the Investor in such amounts and as soon as practicable if not otherwise specified and in the manner set forth below, as partial relief for the damages to the Investor by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall be exclusive of any other remedies available at law or in equity). Investor hereby agrees to waive its rights to receive additional shares of Common Stock upon failure of the Registration Statement to be declared effective as specified in the Term Sheet for Purchase of Common Stock, Revision 1 between the Company and the Investor dated October 11, 2000. In consideration thereof, the Company will promptly issue the Investor a warrant (the "Warrant") to purchase up to 250,000 shares of Common Stock at a price of $1.40 per share exercisable at any time from and after the Second Tranche Closing Date, to and including January 31, 2007.
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Related to Additional Issuances of Common Stock

  • Deemed Issue of Additional Shares of Common Stock (a) If the Corporation at any time or from time to time after the Series A Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Issuance of Shares of Common Stock As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved upon the exercise of the Warrants or the conversion of the shares of Preferred Stock acquired by the Purchaser on the First Closing Date;

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

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