Additional Share Issuance. The Company shall have taken all steps necessary to instruct its transfer agent to issue a share certificate to the Investor representing the Additional Shares issued at Closing;
Additional Share Issuance. If at any time Counterparty shall be required to pay any amount in cash to Credit Suisse pursuant to any provision hereunder or under the Agreement (other than pursuant to Section 12.7 or 12.9 of the 2002 Definitions or Section 6(d)(ii) of the Agreement), Counterparty may, upon prior written notice to Credit Suisse, in lieu of making such cash payment to Credit Suisse, issue a number of Shares (“Additional Shares”) with an aggregate value, as determined by the Calculation Agent based on the closing price of the Shares on the Exchange on the immediately preceding Exchange Business Day, equal to the amount of such cash payment plus the aggregate par value of the Additional Shares, in return for a payment of such aggregate par value. The parties acknowledge that any Additional Shares so issued will not be registered for resale under applicable securities laws, and as a result the value thereof so determined by the Calculation Agent will reflect a commercially reasonable illiquidity discount. If, after using commercially reasonable efforts, Credit Suisse cannot sell the Additional Shares so received from Counterparty so as to generate proceeds to Credit Suisse in an amount equal to the amount of the cash payment otherwise owed by Counterparty, Counterparty shall, upon request, issue Additional Shares to Credit Suisse from time to time, in return for a payment of the aggregate par value of such Shares, until such time as the aggregate proceeds from sales effected by Credit Suisse in a commercially reasonable manner of all Additional Shares equals the amount of such cash payment, plus such aggregate par value. Credit Suisse agrees that upon so generating an aggregate amount in proceeds from sales of Additional Shares equal to the amount of such cash payment, plus such aggregate par value, Credit Suisse shall promptly pay to Counterparty any amount of such proceeds in excess of such amount, and tender for repurchase for cancellation to Counterparty any unsold Additional Shares in return for a payment of USD0.01.
Additional Share Issuance. (a) Subject to the conditions set forth in Section 3.01(d), if the number of shares that Acquisition Sub accepts for payment is less than the Maximum Number, the Company shall issue and sell to Acquisition Sub, and Acquisition Sub shall purchase from the Company for cash, a number of shares equal to the difference between (i) the Maximum Number, and (ii) the number of Shares accepted for payment by Acquisition Sub in the Offer (the "ADDITIONAL ISSUED SHARES"), at a price per Share equal to the Offer Price, net to the Company in cash (the "ADDITIONAL SHARE ISSUANCE").
(b) The certificate representing any Shares to be purchased by Acquisition Sub pursuant to the Additional Share Issuance shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDER AGREEMENT, DATED SEPTEMBER 19, 2001, AMONG IMCLONE SYSTEMS INCORPORATED, XXXXXXX-XXXXX SQUIBB COMPANY AND XXXXXXX-XXXXX SQUIBB BIOLOGICS COMPANY, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATE SECRETARY OF IMCLONE SYSTEMS INCORPORATED. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
(c) Subject to the conditions set forth in Section 3.01(d), as soon as practicable following the acceptance for payment of Shares in the Offer by Acquisition Sub, the parties hereto shall cause the Additional Share Issuance to be effected. Delivery of certificates representing the Additional Issued Shares by the Company shall be made against payment of the purchase price therefor by wire transfer in immediately available funds to such account of the Company as the Company shall communicate to BMS at least two Business Days prior to the consummation of the Additional Share Issuance. The certificates for the Shares to be purchased pursuant to the Additional Share Issuance shall be registered in the name of Acquisition Sub. Delivery of such certificates and payment of the purchase price therefor shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the parties shall mutually agree, on such date and at such time as the parties shall mutually agree, but in any event subject to the first sentence of this Section 3.01(c).
(d) The respective obligations of the Company, BMS and Acquisit...
Additional Share Issuance. Without limitation to any other rights or remedies of MSK under this Agreement (or otherwise), in the event that Licensee has not secured the Second Raise (including any and all proceeds raised after August 10, 2016) by December 31, 2018, MSK may promptly notify Licensee of its election to take additional Shares in an amount equal to one and one-half percent (1.5%) of the fully diluted share capital of Licensee as of December 31, 2018 (the “Additional Shares”), and in any event, no later than [*]. If MSK elects to take the Additional Shares, Licensee agrees to issue and deliver to MSK the Additional Shares on or before February 28, 2019, (such date, the “Additional Delivery Date”); and MSK’s right to terminate this Agreement pursuant to Section 4.1 shall be [*] immediately following the Additional Delivery Date [*].
Additional Share Issuance. SECTION 3.02. MARKET FAILURE SHARE ISSUANCE...........................
Additional Share Issuance. 3.01 Agreement....
Additional Share Issuance. The parties further acknowledge and agree that in further addition to the GTC Shares and the shares held by the present GTC Shareholders, additional shares will be issued by GTC pursuant to the financing requirements of GTC (the "Additional Shares"). Accordingly, the percentage share ownership of the parties will be diluted on a pro-rata basis.
Additional Share Issuance. In the event the Warrant Exercise Price for any ASYM Warrant issued in connection with a loan from ASYM is less than the Conversion Price , the Company will issue to Secured Party additional shares of Common Stock in an amount equal to (“Adjustment Shares”): [(Total Debt Amount/Warrant Exercise Price) less (Total Debt Amount/Conversion Price)] minus any Adjustment Shares previously issued to Secured Party hereunder. By way of example only, If the Warrant Exercise Price is $0.20 in connection with the first loan from ASYM and the Total Debt Amount of $1,000,000, then the Adjustment Shares will equal: [($1,000,000/$0.20) - ($1,000,000/$0.25)] - 0 = 1,000,000 shares. If the Warrant Exercise Price is $0.15 in connection with the second loan from ASYM, then the Adjustment Shares will equal: [($1,000,000/$0.15) - ($1,000,000/$0.25)] - 1,000,000 = 1,666,667 shares. If the Warrant Exercise Price is $0.20 in connection with the third loan from ASYM, then the Adjustment Shares will equal: [($1,000,000/$0.20) - ($1,000,000/$0.25)] - 2,666,667 = 0 shares.
Additional Share Issuance. AS FURTHER CONSIDERATION FOR THE PROPERTY PURCHASED UNDER THIS AGREEMENT, ON OR PRIOR TO THE CLOSING DATE, COMPANY SHALL ISSUE AND DELIVER ONE HUNDRED THOUSAND (100,000) SHARES TO MICROSOFT, WITH ANY LEGENDS AND RESTRICTIONS AS REQUIRED BY LAW, AND RECEIPT OF SUCH SHARES BY MICROSOFT SHALL BE A CONDITION TO THE EFFECTIVENESS OF THIS AGREEMENT. 7.2.16 3.3 Additional Contingent Payments by Company. COMPANY SHALL MAKE ADDITIONAL PAYMENTS OF SHARES TO MICROSOFT BASED UPON THE CUMULATIVE TOTAL OF PRODUCT REVENUES earned by Company during the Transition Period TO the extent such cumulative total exceeds One Million Dollars (US$1,000,000.00). Such additional payments shall be comprised of the following:
Additional Share Issuance. Subject to, and conditioned upon, the satisfaction of the conditions set forth in Section 4, substantially concurrently with the Closing, DHHC agrees to issue to Investor 0.25 Class A Shares of the post-combination company for each Subscribed Share purchased by the Investor at the Closing, rounded down to the nearest whole number of Class A Shares (such Class A Shares issued pursuant to this Section 2, the “Additional Shares” and, collectively with the Subscribed Shares, the “Shares”); provided, that, the Additional Shares shall not exceed _______________ Class A Shares. Investor agrees to pay to DHHC an initial purchase price of $0.01 per Additional Share for an aggregate purchase price of up to $______________ (the “Additional Purchase Amount” and, together with the “Subscription Amount,” the “Total Purchase Amount”).
