Equity Issuances Below Market Value Post-Non-Qualified IPO Sample Clauses

Equity Issuances Below Market Value Post-Non-Qualified IPO. If the Company shall issue, after any Non-Qualified IPO, any Ordinary Shares (other than Ordinary Shares based on any of the circumstances described in the preceding subsections), but excluding Ordinary Shares issued (i) pursuant to the Company’s equity incentive plans, (ii) in connection with one or more business combination transactions, provided that the aggregate number of Ordinary Shares issued in all such business combination transactions does not exceed in aggregate 3% of the Ordinary Shares outstanding as of the Issue Date when taken together with Ordinary Shares issued or issuable in connection with business combination transactions pursuant to the provisos in Section 10(a)(ii) and Section 10(a)(vi)(A) above, (iii) on the conversion of any Preference Shares, or (iv) upon the conversion, exchange or exercise of any other securities outstanding on the Issue Date or for which an anti- dilution adjustments has previously been made at the time of issuance of such convertible, exchangeable or exercisable security, if any, at a price per Ordinary Share which is less than 95% of the Market Value per Ordinary Share as of the date of announcement of the terms of such issuance (where the Market Value is calculated over the applicable calculation period pursuant to Section 10(a)(ix) ending on, and including, the Trading Day immediately preceding the date of such announcement), the Conversion Rate in effect immediately prior to such issuance of Ordinary Shares shall be adjusted in accordance with the following formula: NCR = OCR x n (N + v) where: NCR and OCR have the meanings ascribed thereto in subsection (i) above. n = the number of Ordinary Shares outstanding immediately after the issuance of such additional Ordinary Shares. N = the number of Ordinary Shares outstanding immediately before the issuance of such additional Ordinary Shares. v = the number of Ordinary Shares which the aggregate consideration receivable for the issuance of such additional Ordinary Shares would purchase at such Market Value per Ordinary Share. Such adjustment shall become effective on the date of issuance of such additional Ordinary Shares. No adjustment pursuant to this Section 10(a)(vi)(C) shall be made if it results in a decrease in the Conversion Rate.
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Related to Equity Issuances Below Market Value Post-Non-Qualified IPO

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Qualified IPO “Qualified IPO” shall mean a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Parent Common Stock (other than a registration on Form X-0, Xxxx X-0 or comparable or successor forms), with aggregate gross proceeds (prior to underwriters’ commissions and expenses) to Parent of more than $20,000,000 and a per share price of not less than $2.4051.

  • Equity Issuances In the event that the Borrower shall receive any Cash proceeds from the issuance of Equity Interests of the Borrower at any time after the Availability Period, the Borrower shall, no later than the third Business Day following the receipt of such Cash proceeds, prepay the Loans in an amount equal to fifty percent (50%) of such Cash proceeds, net of underwriting discounts and commissions or other similar payments and other costs, fees, premiums and expenses directly associated therewith, including, without limitation, reasonable legal fees and expenses (and the Commitments shall be permanently reduced by such amount).

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • Liquidity Event If there is a Liquidity Event before the termination of this Safe, this Safe will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws. Notwithstanding the foregoing, in connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount determined by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, provided that such reduction (A) does not reduce the total Proceeds payable to such Investor and (B) is applied in the same manner and on a pro rata basis to all securityholders who have equal priority to the Investor under Section 1(d). In connection with Section 1(b)(i) , the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

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