Future Equity Issuances. (a) If the Company engages or participates in (or intends to engage or participate in) any discussions with any Person regarding any sale or issuance to any Person (other than Purchaser or its affiliates) of any shares of, or securities convertible into, exercisable or exchangeable for, or whose value is derived in whole or in part from, any shares of any class of the Company's capital stock at a Later Issuance Price (as defined below) less than the Initial Investment Price, Later Investment Price or Warrant Price (as defined in the Warrant), as the case may be, subsequent to any Closing Date or the closing of any exercise of any Warrant, other than an Excluded Issuance (a "Future Equity Issuance"), the Company shall promptly notify Purchaser that the Company intends to effect a Future Equity Issuance. If, within two (2) Business Days after and excluding the date of receipt of such notice, Purchaser notifies the Company in writing that Purchaser would like to be informed of the terms and conditions of such Future Equity Issuance, then the Company shall promptly provide Purchaser with a written description of the terms and conditions of such proposed Future Equity Issuance, including a description of the capital stock to be sold or issued, the investor or investors in the Future Equity Issuance, the price, the quantity and all other information reasonably necessary for Purchaser to make an informed decision on whether it desires to participate in the Future Equity Issuance (the "Future Equity Issuance Description "). If Purchaser notifies the Company in writing that Purchaser elects to purchase all or a portion of the capital stock that the Company intends to sell or issue in the Future Equity Issuance (which election shall include the number of shares of such capital stock that Purchaser intends to purchase) by 11:59 p.m., New York City time, on the fifth (5th) Business Day after and excluding the date of the Future Equity Issuance Description, then the Company shall not consummate such Future Equity Issuance without selling Purchaser the capital stock that it elected to purchase at or prior to the consummation of such Future Equity Issuance or promptly thereafter at a closing date and place established prior to such consummation, which purchase shall be at the price and on the other terms and conditions of the Future Equity Issuance. If Purchaser does not elect to receive a Future Equity Issuance Description with respect to a Future Equity Issuance, then ...
Future Equity Issuances. (a) Prohibition on Variable Rate Transactions. For so long as at least 25% of the Shares issued in this Transaction remain outstanding, the Company will not, without the prior written consent of holders owning a majority of the number of Shares then outstanding, (i) enter into a Variable Rate Transaction, (ii) issue any additional shares of preferred stock or convertible debt which shall rank senior in any terms to the Shares, or (iii) reprice any outstanding shares of Common Stock or Common Stock equivalents or issue any Common Stock or any Common Stock equivalents below $1.00 per share, excluding equity-based awards issued at the market price for the Company’s Common Stock on the date of grant pursuant to the Company’s current stock option plan and the issuance of Common Stock upon exercise or conversion of currently outstanding securities.
Future Equity Issuances. (a) If, on or after the date hereof and prior to the end of the Additional Investment Term, Euronet engages or participates in (or intends to engage or participate in) any discussions with any Person regarding, any Later Issuance (as defined, and subject to the limitations, below), other than a bona fide public offering of Euronet's Common Stock, Euronet shall (i) promptly notify Fletcher of the existence of Euronet's intentions or discusxxxxx xxth respect to the proposed Later Issuance and (ii) in connection with such notice, inquire whether Fletcher desires to be informed as to the substance of such intentionx or discussions. If Fletcher notifies Euronet in writing that Fletcher elects tx xxxxxx informed with respect to such proxxxxx Xxter Issuance by midnight, New York City time, on the Business Day after and excluding the date on which Euronet so notifies Fletcher, Euronet shall use its best efforts to engage in gxxx xxxxh discussions with Fletcher regarding the proposed Later Issuance and shall not xxxxxxmate such Later Issuance for two (2) full Business Days after and excluding the date of Fletcher's election. For purposes of clarification, nothing xx xxxx xubsection shall obligate Euronet to allow Fletcher to participate in a Later Issuance.
(b) If, on or aftxx xxx xate hereof and prior to the end of the thirtieth (30th) day after and excluding the effective date of the Registration Statement (the "Future Issuance Period"), there is a Later Issuance at a Later Issuance Price (as defined below) per share that is less than the Agreement Date Price, then Euronet shall promptly issue, and deliver certificates to Fletcher representing, an additional number of shares of Coxxxx Xxxck equal to the positive difference between (A) the number of shares calculated by dividing $20,000,000 by the sum of (1) the Later Issuance Price and (2) $2.00 and (B) the Initial Shares.
(c) If, after the Future Issuance Period and during the Additional Investment Term, there is a Later Issuance at a Later Issuance Price that is less than the Agreement Date Price, then Euronet shall promptly issue, and deliver certificates to Fletcher representing, an additional number of shares of Coxxxx Xxxck equal to the positive difference between (i) the number of shares calculated by dividing $20,000,000 by N, where "N" is calculated as follows: N = (Original Number x Initial Purchase Price)) + (New Number x (Later Issuance Price + $2.00)) --------------------------------------------- (Or...
Future Equity Issuances. For a period of eighteen (18) months following the effective date of the resale registration statement to be filed in connection with the Private Offering, Parent shall not sell or otherwise issue any debt convertible into equity or any security in any form at less than an effective price of $1.50 per share, without the prior written consent of any holder of Parent Company Stock who held at least 300,000 shares of Parent Company Stock immediately prior to the Effective Time and continuously held at least 300,000 shares of Parent Company Stock from the Effective Time to the time such consent is sought. The foregoing restriction on security issuances by Parent shall be permanently terminated upon the listing of the Parent Common Stock on the Nasdaq National Market, Nasdaq Small-Cap Market or the American Stock Exchange.
Future Equity Issuances. Between the date of this Agreement and the Closing Date, the Company shall not issue additional shares of its capital stock or subdivide or combine its Common Stock; provided, however, in accordance with Section 6.2(a), all of the outstanding shares of Series C Preferred Stock and Series D Preferred Stock shall be converted into such number of shares of Common Stock not to exceed the applicable amounts set forth in the last sentence of Section 3.4(a) above and up to 3,000,000 shares of Common Stock may be issued as “Incentive Shares” as defined in the Conversion Agreement by and between the Company and FGIT, dated June 14, 2012 (the “Conversion Agreement”).
Future Equity Issuances. Prior to entering into or agreeing to enter into any transaction, pursuant to which Xxxxx Xxxxxxxx would be deemed to have assisted the Company is raising any financing from third party investors (or any other transaction pursuant to which Xxxxx Xxxxxxxx would be entitled to receive Membership Interests or other equity in the Company or other compensation pursuant to the Amendment) (any such transaction, a “Xxxxxxxx Transaction”), Leiber must expressly consent in writing to such Xxxxxxxx Transaction. In the event Leiber expressly consents in writing to such Xxxxxxxx Transaction, such consent shall,
Future Equity Issuances. If, within twenty (20) Business Days following the Initial Closing Date, there is (i) a public disclosure of the Company’s intention or agreement to engage in, or (ii) a consummation of, any sale or issuance to any Person or Persons (other than Fxxxxxxx or its affiliates) of any shares of, or securities convertible into, exercisable or exchangeable for, or whose value is derived in whole or in part from, any shares of any class of the Company’s capital stock, then the Company shall promptly notify Fxxxxxxx of such disclosure or such consummation, which notice shall include a copy of such disclosure or the terms and date of such consummation (the “Equity Issuance Notice”; provided that the Company shall not be required to deliver an Equity Issuance Notice upon the occurrence of the any of the following (A) a sale or issuance to the sellers of any business or assets of a business being purchased by the Company in a bona fide acquisition whether through purchase, merger, consolidation, exchange offer or otherwise, (B) a bona fide sale or issuance to any strategic or joint venture partner, the primary purpose of which is not the equity financing of the Company, (C) issuances pursuant to any stock split, dividend or distribution payable in additional shares of capital stock to holders of Common Stock, (D) sales or issuances to employees, consultants or directors of the Company directly or pursuant to a stock option plan, employee stock purchase plan or restricted stock plan, or other similar arrangements related to compensation for services in effect on the date of this Agreement, or similar plans, contracts or arrangements approved by the Company’s Board of Directors after the date hereof, in each case in the ordinary course of business consistent with past practices, (E) issuances issued upon the exercise of any options or warrants to purchase capital stock outstanding on the date hereof, in each case in accordance with the terms of such options, warrants or securities in effect on the date hereof, (F) issuances in connection with the exercise of triggering of a “poison pill” or similar anti-takeover mechanism or (G) Common Shares issued or issuable pursuant to this Agreement or upon the exercise of any Fxxxxxxx Rights. After the delivery of an Equity Issuance Notice, Fxxxxxxx shall have the right, at its sole discretion, to deliver a notice to the Company (a “Price Adjustment Notice”) no later than five (5) Business Days after and excluding the date the Equi...
Future Equity Issuances. The Borrower shall prepay, within five days of receipt of the proceeds of any issuance of stock in connection with any initial public offering of the Borrower, the outstanding amount of the Term Loan.
Future Equity Issuances. If, at any time after the First Closing, the Company issues any Units for consideration per Unit of less than $1.25 per Unit (the "Dilutive Price"), then
(i) the Company shall issue to the Purchaser the number of Class B Units equal to the difference between (x) the quotient represented by (A) the aggregate Purchase Price paid so far by the Purchaser to the Company pursuant to Section 1.1(b) divided by (B) the Dilutive Price and (y) the number of Class B Units then held by the Purchaser; and
(ii) the number of Class B Units issuable at each subsequent Closing shall be adjusted upward to equal the quotient represented by (x) the Purchase Price to be paid at such Closing divided by (y) the Dilutive Price; provided, however, that this Section 1.2(b) shall not apply to (i) issuance of Units or options to purchase Units not exceeding 10% of the then-outstanding Units of the Company on a fully diluted basis to key employees of the Company pursuant to the Company's Unit Option Plan or (ii) the issuance of Units to the individuals as set forth on Schedule 1.2 hereto; and provided, further, that the provisions of this Section 1.2(b) shall be deemed terminated and shall be of no further force or effect after the first anniversary of the date on which the Company consummated an initial public offering of its securities with an offering price of not less than $5.00 per share and which resulted in gross proceeds to the Company of not less than $10,000,000.00, if any.
Future Equity Issuances. (a) If the Company engages or participates in (or intends to engage or participate in) any discussions with any Person regarding any sale or issuance to any Person (other than Purchaser or its affiliates) of any shares of, or securities convertible into, exercisable or exchangeable for, or whose value is derived in whole or in part from, any shares of any class of the Company's capital stock subsequent to the Closing Date or the closing of any exercise of the Warrant, other than an Excluded Issuance (a "Future Equity Issuance"), the Company shall promptly notify Purchaser that the Company intends to effect a Future Equity Issuance.
