Confirmation Shares Clause Samples

Confirmation Shares. The Confirmation Shares have been duly authorized by the Company for issuance, sale and/or delivery to the applicable Forward Purchasers or any of their respective Affiliates pursuant to the related Confirmations. When issued and delivered by the Company pursuant to such Confirmations against payment of the consideration set forth in such Confirmations, the Confirmation Shares will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights. The Confirmation Shares conform and will conform to the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The issuance, sale and/or delivery of the Confirmation Shares is not subject to preemptive or other similar rights to arising by operation of law, under the charter or bylaws of the Company, under any agreements or instrument to which the Company or any of its subsidiaries is a party or otherwise. The issuance, sale and/or delivery by the Company of Confirmation Shares to a Forward Purchaser pursuant to any Confirmation and the delivery by such Forward Purchaser or any of its Affiliates of such Confirmation Shares, during the term of and at any settlement of such Confirmation, to close out open borrowings of Common Stock created in the course of the hedging activities by such Forward Purchaser or any of its Affiliates relating to such Forward Purchaser’s exposure under such Confirmation, do not and will not require registration under the 1933 Act.
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Confirmation Shares. Any shares of Common Stock to be issued, sold and delivered by the Company pursuant to any Confirmation (“Confirmation Shares”) have been duly authorized by the Company for issuance, sale and delivery to the applicable Forward Purchaser or an affiliate thereof pursuant to such Confirmation and, when issued and delivered by the Company in accordance with such Confirmation upon payment of any consideration required by such Confirmation, will be duly and validly issued and fully paid and non-assessable and will conform to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus; the issuance, sale and delivery of such Confirmation Shares are not and will not be subject to preemptive or other similar rights; and no holder of any Confirmation Shares will be subject to personal liability by reason of being such a holder. The issuance, sale and delivery by the Company of Confirmation Shares to a Forward Purchaser or an affiliate thereof pursuant to any Confirmation in accordance with the terms thereof and the delivery by such Forward Purchaser or an affiliate thereof of such Confirmation Shares, during the term of and at any settlement of such Confirmation, to close out open borrowings of Common Stock created in the course of the hedging activities by such Forward Purchaser or an affiliate thereof relating to such Forward Purchaser’s exposure under such Confirmation, do not and will not require registration under the 1933 Act.
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Related to Confirmation Shares

  • Settlement Shares Following entry of an Order by the Court in accordance with Paragraph 2 herein and the execution by RCP and Company of the Stipulation and Order of Dismissal (as defined below) subject to paragraph 7 herein, Company shall issue and deliver to RCP shares of its Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to RCP, in one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the “Initial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty five percent (45%) discount to market (the total amount of the claims divided by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(l0) of the Securities Act (the “settlement shares”). The Company shall also issue to RCP, on the issuance date(s), One Million Five Hundred Thousand (1,500,000.00) freely trading shares of Common Stock pursuant to Section 3(a)(l0) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (ii) within three (3) days thereof, issue and deliver to RCP Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, RCP may deliver a request to HMPQ either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (designated in U.S. dollars) of Common Stock to be issued to RCP (the “Share Request”). The date upon which the first tranche of the Initial Issuance shares along with any shares issued as a settlement fee have been received into RCP’s account and are available for sale by RCP shall be referred to as the “Issuance Date”. In the event that Company is delinquent on issuance of shares of stock to RCP pursuant to the terms and conditions of this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by RCP and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to RCP, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price, The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to RCP in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement ( each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, RCP shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by RCP at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by RCP, or deemed beneficially owned by RCP, would result in RCP owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the nearest decimal place of .00001.

  • Conversion Shares Until such time as the Conversion Shares are registered under the Securities Act of 1933, Company will instruct its transfer agent to enter stop transfer orders with respect to such shares and the certificates representing such shares will be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND HIS SUCCESSORS AND ASSIGNS,”