Blocker Provisions Sample Clauses

Blocker Provisions. (a) Notwithstanding any provision of the Preferred Stock to the contrary, and subject to Section 5.08(e), any Notice of Conversion (as defined in the Certificate of Designations) with respect to the Preferred Stock submitted by an Investor Party shall be deemed automatically not to have been so delivered, and the Company shall have no obligation to deliver any shares of Common Stock or make any other delivery with respect to such Notice of Conversion, to the extent that the delivery of any shares of Common Stock or any other security otherwise deliverable upon such conversion would result in the Investor Parties, together with their Affiliates or other persons whose beneficial ownership would be aggregated with the Investor Parties, in the aggregate, having beneficial ownership of shares of Common Stock or any other class of any equity security of the Company that is registered pursuant to Section 12 or Section 15 of the Exchange Act (a “Class”) in excess of the Beneficial Ownership Limitation.
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Blocker Provisions. At any time following (i) an IPO or (ii) the time that the Company (or its successor) has a class of securities registered under Section 12 of the Securities Exchange Act or which is subject to Section 15(d) of the Securities Exchange Act (and solely during such period), the Registered Holder shall not have the right to receive shares of Warrant Stock upon exercise of this Warrant to the extent that, following such conversion, either (a) such Registered Holder’s or its beneficial owner’s (together with such Registered Holder’s or such beneficial owner’s Affiliates and such other persons or parties acting as a group together with the Registered Holder or any of the Registered Holder’s Affiliates) aggregate voting power on a matter being voted on by holders of the Common Stock would exceed the Beneficial Ownership Threshold of the maximum voting power of the Common Stock or (b) such Registered Holder or such beneficial owner (together with such Registered Holder’s or such beneficial owner’s Affiliates and such other persons or parties acting as a group together with the Registered Holder or any of the Registered Holder’s Affiliates) would beneficially own more than the Beneficial Ownership Threshold of the then outstanding Common Stock; provided, however, that such conversion restriction shall not apply in connection with, and subject to completion of, a third party tender offer for the Common Stock issuable thereupon or other Sale Transaction; and provided further that if such Registered Holder or beneficial owner is so prevented from receiving any Warrant Stock to which it would otherwise be entitled, the Company’s obligation to deliver such Warrant Stock shall not be extinguished, and the Company shall deliver such Warrant Stock (or any designated portion thereof) within three Business Days following exercise of this Warrant and notice from the Registered Holder that receipt of such shares (or any designated portion thereof) would not be prohibited by this Section 18. Except as set forth in the foregoing sentence, for purposes of this Section 18, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 18 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which amount of this Warran...
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Blocker Provisions. (a) If (i) the Company intends to become a wholly-owned subsidiary of a corporation (by merger, contribution, or otherwise) or the Company or any subsidiary holding all or substantially all of the assets of the Company intends either to convert into a corporation (by conversion, merger, or otherwise) or to elect to be taxed as a corporation for federal income tax purposes or intends to convert into a Conversion Corporation (in each case, the successor corporate entity to the Company or such subsidiary, the “Successor Corporation” and any such transaction, a “Corporate Transaction”) or (ii) the Company or any subsidiary intends to effect a sale, disposition or other similar transaction involving all or substantially all of the Units or assets of the Company (a “Covered Transaction”), the Company shall use commercially reasonable efforts to effect such Corporate Transaction or Covered Transaction, as applicable, so that each of (A) the Xxxx Fund, as the holder of all securities issued by BCLS Solid Bio, Inc. (the “Xxxx Blocker”) and (B) Foresite Capital Fund III, L.P. (the “Foresite Fund”) as the holder of all securities issued by FC Fund III Solid Holdings, Inc. (the “Foresite Blocker”), can exchange all (but not less than all) of the securities of the Xxxx Blocker or the Foresite Blocker, as applicable, for the securities of the Successor Corporation or proceeds from such Corporate Transaction or Covered Transaction that otherwise would have been directly or indirectly issued to the Xxxx Blocker or the Foresite Blocker, as applicable, and in a manner that, to the extent practicable without altering the intended economic arrangements of the parties, is otherwise a “reorganization” within the meaning of Section 368(a) of the Code or a transfer of property to a corporation in exchange for stock of such corporation pursuant to Section 351 of the Code.
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Related to Blocker Provisions

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

  • Takeover Provisions No party shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Provision, and each party shall take all necessary steps within its control to exempt (or ensure the continued exemption of) those transactions from, or if necessary challenge the validity or applicability of, any applicable Takeover Provision, as now or hereafter in effect.

  • Anti-Takeover Provisions The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company (each, a “Takeover Statute”) does not, and will not, apply to this Agreement or the Transactions other than the CICL.

  • Antitakeover Provisions No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby.

  • Transfer Provisions Transfers — You may, on or before the Annuity Date and subject to the requirements, limitations and restrictions described in this section, transfer all or part of the Contract Value, less any Loan Account Value, in any Investment Option among other Investment Options, while the Annuitant is living and the Contract is in force. Your transfer request must specify:

  • Other Provisions (a) NO SET-OFF

  • Antitakeover Provisions Inapplicable The Board of Directors of the Company (i) has approved the transactions contemplated by this Agreement such that the provisions of Sections 14A:10A-1 et seq. of the BCA will not, assuming the accuracy of the representations contained in Section 4.12 of this Agreement, apply to this Agreement or any of the other transactions contemplated hereby and (ii) has taken all action required to be taken by it pursuant to the certificate of incorporation of the Company to assure that the representation set forth in Section 3.24 of this Agreement is accurate.

  • Further Provisions I further acknowledge and agree that:

  • Other Provisions Unaffected Except as expressly amended hereby, the Second Restated Partnership Agreement shall remain in full force and effect in accordance with its terms.

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

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