Common Share Limitation Clause Samples
The Common Share Limitation clause sets a cap on the number of common shares that can be issued or converted under a particular agreement. In practice, this means that even if a party is entitled to receive more shares based on conversion formulas or other mechanisms, the total number of common shares issued cannot exceed the specified limit. This clause is often used to prevent excessive dilution of existing shareholders or to comply with regulatory or exchange-imposed share issuance limits, thereby protecting the interests of current stakeholders and ensuring compliance with applicable rules.
Common Share Limitation. (1) The Corporation shall maintain a record of the number of Common Shares issued to Holders of Debentures in the aggregate (i) upon the exercise of the Conversion Right set forth in this Article 4, (ii) as a result of the exercise by the Corporation of its Forced Conversion Right set forth in Article 5, and (iii) as a result of the redemption or purchase for cancellation of any or all Debentures.
(2) Subject to Sections 4.9(3) and 4.9(4), the Corporation shall be limited to issuing, in the aggregate under the Debentures, only 3,000,000 Common Shares upon the exercise of the Conversion Right, the Forced Conversion Right, or upon the redemption of any or all Debentures, which limitation the Holder hereby acknowledges.
(3) In the event that the due exercise of the Conversion Right would result in the Corporation having issued more than 3,000,000 Common Shares in the aggregate to Holders of the Debentures, the Corporation shall take all action necessary (including the calling and holding of a meeting of Shareholders), to permit it to duly and lawfully issue more than 3,000,000 Common Shares. The costs of complying with this section shall be borne entirely by the Corporation.
(4) In the event that the proposed exercise of the Forced Conversion Right by the Corporation, or the proposed redemption of any or all Debentures would result in the Corporation having issued more than 3,000,000 Common Shares in the aggregate hereunder, such proposed action shall only be permitted to the extent no more than 3,000,000 Common Shares are issued less the number of Common Shares into which the Debentures which remain outstanding after such Forced Conversion Right or redemption are convertible in accordance with the Conversion Right.
(5) In the event the Conversion Price is adjusted pursuant to Article 7, the aggregate number of Common Shares issuable by the Corporation hereunder, being 3,000,000 on the date hereof, shall also be rateably and equitably adjusted.
Common Share Limitation. Notwithstanding any other provision of the Note to the contrary, in no event shall the aggregate number of Common Shares to be issued by ▇▇▇▇▇▇ upon conversion of the Note when added to the aggregate number of Common Shares issued by ▇▇▇▇▇▇ to Purchaser upon the closing of the Purchase Agreement, exceed 19.99% of the aggregate number of Common Shares outstanding as of the date immediately prior to the date hereof.
Common Share Limitation. To the extent that after giving effect to the First Tranche Closing, the Second Tranche Closing or the Third Tranche Closing, the aggregate number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by the Purchaser or its Affiliates, associates, related parties and any joint actors would exceed 30% of the aggregate number of Common Shares issued and outstanding (the "30% Threshold"), the Company shall issue to the Purchaser (a) the greatest number of Common Shares issuable pursuant to such Closing without exceeding the 30% Threshold, and (b) such number of Class A Preferred Shares as is equal to (i) the aggregate number of Subscription Shares issuable pursuant to such Closing, minus (ii) the number of Common Shares to be issued pursuant to such Closing in accordance with (a) above.
Common Share Limitation. To the extent that after giving effect to the Closing the aggregate number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by the Purchaser or its Affiliates, associates, related parties and any joint actors would exceed 30% of the aggregate number of Common Shares issued and outstanding (the “30% Threshold”), the Company shall issue to the Purchaser: (1) the greatest number of Common Shares issuable pursuant to the Closing without exceeding the 30% Threshold; and (2) such number of Class A Preferred Shares as is equal to (a) the aggregate number of Subscription Shares issuable at the Closing, minus (b) the number of Common Shares to be issued at the Closing in accordance with (1) above.