Description of Common Shares Sample Clauses

Description of Common Shares. The Common Shares conform to all statements relating thereto contained in the prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Common Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Common Shares is not subject to the preemptive or other similar rights of any securityholder of the Trust.
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Description of Common Shares. The Fund is authorized to issue 1,000,000,000 common shares. All common shares have equal voting, dividend, distribution and liquidation rights. The common shares outstanding are, and the common shares issuable upon the exercise of the Rights, when issued and paid for pursuant to the terms of the Offer, will be, fully paid and non-assessable. Common shares are not redeemable and have no preemptive rights, conversion rights, cumulative voting rights or appraisal rights. The number of Common Shares outstanding as of April 16, 2021 was 43,892,903. The number of Common Shares adjusted to give effect to the Offer would be 61,951,594. This number assumes the sale of 18,058,691 Common Shares at the last reported sale price of a Common Share on the NYSE of $22.15 as of April 19, 2021, plus the number of Common Shares outstanding as of April 16, 2021 (i.e., 43,892,903). The following table sets forth the high and low market prices for the common shares on the NYSE, for each full quarterly period during the last two fiscal years and during the current fiscal year period, along with the NAV and discount or premium to NAV for each quotation. Set forth below is information with respect to the Fund’s outstanding securities as of December 31, 2020: Market Price ($) High Low Net Asset Value ($) High Low Premium/ (discount) to net asset value High Low December 31, 2020 18.37 15.89 20.10 18.80 -8.56% -15.48% September 30, 2020 17.41 16.47 19.76 18.90 -10.61% -13.56% June 30, 2020 17.57 13.35 19.79 16.81 -8.31% -20.58% March 31, 2020 22.59 10.98 23.35 15.44 -2.72% -35.60% 24 Market Price ($) High Low Net Asset Value ($) High Low Premium/ (discount) to net asset value High Low December 31, 2019 22.98 21.30 23.53 22.98 -1.46% -8.07% September 30, 2019 22.75 21.68 23.87 23.16 -3.44% -9.06% June 30, 2019 22.20 21.18 23.84 23.28 -5.98% -9.12% March 31, 2019 21.72 19.07 23.66 22.07 -7.98% -13.59% December 31, 2018 23.18 18.20 24.17 21.80 -3.96% -17.39% September 30, 2018 23.50 22.70 24.63 23.99 -3.58% -6.35% June 30, 2018 23.10 21.75 24.54 24.05 -4.95% -9.78% Set forth below is information with respect to the Fund’s outstanding securities as of December 31, 2020: Common Shares 1,000,000,000 0 43,890,313 On April 19, 2021, the Fund's NAV was $20.23 and the last reported sale price of a common share on the NYSE was $22.15, representing a 9.49% premium to such NAV. The Fund’s investment objective is to seek high total return, primarily through high current income and secondarily, thr...
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Description of Common Shares. The following description of our common shares is only a summary. This description and the description contained in any prospectus supplement is subject to, and qualified in its entirety by reference to, our certificate of incorporation and bylaws, each as amended, each of which has previously been filed with the SEC and which we incorporate by reference as exhibits to the registration statement of which this prospectus is a part, and the BCL.
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Description of Common Shares. The statements set forth under the heading “Description of Shares” in the Basic Prospectus and the Prospectus, insofar as such statements purport to summarize certain provisions of the Securities and the Operating Agreement, provide a fair summary of such provisions.
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Description of Common Shares. The Company is offering (the “Offering”) to the Investor common shares, par value US$0.0001 per share, of the Company (“Common Shares”) at a purchase price of US$1.00 per share. The Company is authorized to allot and issue one class of Common Shares. The Common Shares are entitled to one vote per share on resolutions requiring or requesting shareholder approval. For a more detailed description of the Common Shares see the Term Sheet attached as Exhibit C to the Subscription Package. This Offering is being conducted in advance of the Company’s intended initial public offering (“IPO”) of its Common Shares and listing of its Common Shares for trading on the Nasdaq Capital Market or other national securities exchange. Under the Company’s engagement letter with Bxxxxxxx, dated February 2, 2023 (the “Engagement Letter”), Bxxxxxxx has been engaged as our exclusive financial advisor for an 18-month term. In addition, Bxxxxxxx has expressed its intent to enter into an Underwriting Agreement with the Company to act as the lead underwriter for the proposed IPO on a “firm commitment” basis. There can be no assurance that we and Bxxxxxxx will be able to agree on the terms of such Underwriting Agreement or that our proposed IPO will be successfully consummated.
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Description of Common Shares. 3.1 The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that there is no minimum number of Common Shares that must be purchased as a condition to closing the Offering and therefore the subscription amount tendered herewith may be releasable to the Issuer on the Closing Date notwithstanding the number of Common Shares issued pursuant to the Offering. 3.2 The Common Shares shall be subject to escrow as required by Applicable Securities Laws or stock exchange policies or any escrow conditions the Issuer may impose on the Common Shares. Any Securities required to be held in escrow will be released in accordance with Applicable Securities Laws, stock exchange polices or the terms of an escrow agreement. Subscriber acknowledges and agrees that if the Subscriber is required to execute and deliver an escrow agreement, the Subscriber shall execute and deliver such escrow agreement, failing which the Subscriber shall be deemed to have surrendered the Subscriber’s Common Shares to the Issuer as a gift for cancellation and will receive no consideration for such cancellation.
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Description of Common Shares. (Incorporated by reference to Exhibit 4.2 to the Company’s and Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019)
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Related to Description of Common Shares

  • Reservation of Common Shares As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Definition of Common Stock For the purpose of this Agreement, the term "Common Stock" shall mean (i) the class of stock designated as Common Stock in the Articles of Incorporation of the Company as amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

  • Reservation of Common Stock As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

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