CTI Shares Sample Clauses

CTI Shares. 3.1.1 In consideration for the transfer of the Transferred Assets and the entry by Chroma into this Agreement and the other agreements set forth in Clause 2.1.1, on the Completion Date CTI shall (i) issue to Chroma 7,920 shares of series 20 convertible preferred stock of CTI (the “Chroma Shares”) and (ii) deliver to the Escrow Agent 1,080 shares of series 20 convertible preferred stock of CTI (the “Escrow Shares” and together with the Chroma Shares, the “Shares”) to be held by the Escrow Agent in a separate escrow account and disbursed by the Escrow Agent in accordance with the Escrow Agreement and this Agreement. The Shares shall have terms substantially as set forth as Schedule 11 to this Agreement, in accordance with the following provisions of this Clause 3. 1.1. The Shares shall be convertible into CTI common stock (such common stock into which the Shares are convertible, the “Common Stock,” and together with the Shares, the “Securities”) and shall have a stated value equal to $2,370, and the conversion price for the purpose of determining the number of shares of Common Stock to be issued upon conversion of the Shares shall be equal to $2.37. The Securities will not initially be registered under the Securities Act of 1933, as amended (“Securities Act”) and will accordingly bear applicable restricted securities legends, but CTI has agreed to register the Common Stock pursuant to the terms of the Registration Rights Agreement, to be executed and delivered on the Completion Date. The Securities will be subject to the Lock-Up Agreement. Notwithstanding any other provision of this Agreement to the contrary, CTI shall in no event be required to issue any Securities to Chroma in connection with the transaction to the extent that such issuance (i) in the aggregate constitutes, or is convertible into, Common Stock that constitutes greater than 19.9% of the common stock or voting power of CTI outstanding as of the date of this Agreement prior to the issuance of the Securities, (ii) would constitute a change of control under Nasdaq rules, (iii) would otherwise trigger a shareholder approval requirement under Nasdaq rules or (iv) would cause Chroma together with its Affiliates to become a Beneficial Owner (as defined in the Shareholder Rights Agreement between CTI and Computershare Trust Company, N.A. as rights agent dated December 28, 2009, as amended or as may be amended from time to time) of 20% or more of CTI’s outstanding common stock, except in the case of ...
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CTI Shares. 1 Damages............................................41 Database............................................2
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CTI Shares. Dx. Xxxxxx holds of record and owns beneficially the CTI Shares free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Dx. Xxxxxx is not a party to any option, warrant, purchase right, or other contract or commitment that could require Dx. Xxxxxx to sell, transfer, or otherwise dispose of the CTI Shares (other than this Agreement). Dx. Xxxxxx is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the CTI Shares.
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CTI Shares. The Vendors acknowledge that the CTI Shares will, when issued, be validly issued as fully paid and non-assessable and will be issued pursuant to exemptions from registration and prospectus requirements available under applicable securities laws, and there will be restrictions on the transfer of the CTI Shares as follows:
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Related to CTI Shares

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Common Shares 4 Company...................................................................................... 4

  • Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

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