Disposition of Common Stock After the Sample Clauses

Disposition of Common Stock After the. Cover Date and Not Governed ----------------------------------------------------------------- by Section 5.2(a). ----------------- (i) If as a result of a Preferred Stock Disposition governed by Section 5.2(b) and occurring after the Cover Date, the Basic Threshold Return attributable to the portion of the Class A Members' Capital Contribution (determined on a FIFO basis) attributable to the Preferred Stock disposed of in such Disposition exceeds the amount distributed to the Class A Member from such Disposition under Section 5.2(b)(i), there shall be a "Post Cover
Sample 1
AutoNDA by SimpleDocs
Disposition of Common Stock After the. Cover Date and Not Governed ----------------------------------------------------------------- by Section 5.2(a). ----------------- (i) If as a result of a Preferred Stock Disposition governed by Section 5.2(b) and occurring after the Cover Date, the Basic Threshold Return attributable to the portion of the Class A Member's Capital Contribution (determined on a FIFO basis) attributable to the Preferred Stock disposed of in such Disposition exceeds the amount distributed to the Class A Member from such Disposition under Section 5.2(b)(i), there shall be a "Post Cover Date Basic Threshold Shortfall." If the Class A Member's Capital Contributions (determined on a FIFO basis) attributable to the Preferred Stock disposed of in such Disposition exceed the amount distributed to Class A Member from such Disposition under Section 5.2(b)(ii) there shall be a "Post Cover Date Capital Return Shortfall." (ii) In the event there is neither a Post Cover Date Capital Return Shortfall nor a Post Cover Date Basic Threshold Shortfall at the time of a disposition of Common Stock after the Cover Date and such disposition is not otherwise governed by Section 5.2(a), all proceeds of such disposition shall be distributed to the Class B Members as a group. (iii) In the event that there is either, or both, of a Post Cover Date Basic Threshold Shortfall or a Post Cover Date Capital Return Shortfall, the Class B Members as group shall have one year from the date of the Disposition creating any such Shortfall to as, chosen by a Class B Majority, either: (A) Cause the Company to dispose of sufficient Common Stock to be able to and to distribute to the Class A Member the sum of (I) the amount of any Post Cover Date Basic Threshold Shortfall arising from the Disposition (and a Basic Threshold Return shall continue to accrue on the amount of such Shortfall remaining unpaid as though it were a Capital Contribution from the Class A Member until that Shortfall is paid under this Section 5.2(d)) and (II) the amount of any Post Cover Date Capital Return Shortfall arising from the Disposition. Such distribution shall be treated as made first under (I) of this Subsection and then under (II) of this Subsection. (B) Notwithstanding Section 5.2(d)(iii)(A), if the Class B Members as a group would not receive from such Common Stock disposition and from all prior dispositions of any assets by the Company an aggregate amount equal to 10% of the cumulative amount of Income of the Company through the date...
Sample 1

Related to Disposition of Common Stock After the

  • 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.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • 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.

  • Acquisition of Shares by Third Party Other than an affiliate of EVe Mobility Acquisition Sponsor I LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (c) of this definition;

  • Acquisition of Stock by Third Party Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

  • 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.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!