Future Issuances. To RELP's actual knowledge, there are not at the date of this Agreement any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate RELP to issue, transfer or sell any RELP Interests. After the Effective Time, AIP will have no obligation to issue, transfer or sell any RELP Interest.
Future Issuances. For so long as Xxxxx Xxxxxx is an officer or director of the General Partner, if the Partnership issues any additional Common Units or any other Common Voting Security, the Partnership shall automatically issue, for no additional consideration, an additional number of Class A Units to the Class A Unitholders (and if more than one Class A Unitholder exists at such time, pro rata in accordance with their respective Class A Unit ownership at such time), necessary for each Class A Unitholder to maintain a voting interest with respect to such Class A Units that the Class A Units represent in relation to the aggregate voting interest of the Common Units and other Common Voting Securities immediately prior to such Common Unit or other Common Voting Security issuance. The provisions of this Section 5.16(b)(iv)(B) shall terminate at such time as Xxxxx X. Xxxxxx ceases to be an officer or director of the General Partner; provided, that for the avoidance of doubt, all Class A Units Outstanding at such time shall be unchanged and remain outstanding.
Future Issuances. (1) If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Warrant is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), entitling any Person to acquire shares of Common Stock at a price per share less than the Exercise Price (subject to equitable adjustment for stock splits, recombinations and similar transactions) (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, at the option of the Holder, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. For purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms.
Future Issuances. The Company may in the future issue additional preferred stock, senior debt, subordinated debt, and/or Common Stock and/or options, warrants, or other rights to acquire preferred stock, senior debt, subordinated debt, and/or Common Stock.
Future Issuances. If the Company or any subsidiary thereof, at any time while this Debenture is outstanding, shall issue Capital Shares, or Capital Share Equivalents entitling any Person to acquire shares of Common Stock, at a price per share less than the Set Price (if the holder of the Capital Shares or Capital Share Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Set Price, such issuance shall be deemed to have occurred for less than the Set Price) then, the Set Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such securities plus the number of Capital Shares or Capital Share Equivalents offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such securities plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Set Price, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Capital Share Equivalents. Such adjustment shall be made whenever such shares of Capital Shares or Capital Share Equivalents are issued. However, upon the expiration of any Capital Share Equivalents, the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section, if any such Capital Share Equivalents shall expire and shall not have been exercised, the Set Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Set Price made pursuant to the provisions of this Section after the issuance of such Capital Share Equivalents) had the adjustment of the Set Price made upon the issuance of such Capital Share Equivalents been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of s...
Future Issuances. All issuances of Equity Securities of the Company shall be subject to paragraph (ii) of Part A of Article VI of the PubCo Charter.
Future Issuances. Borrower covenants and agrees that it will not during the term of this Agreement issue any of its equity securities (a “Future Issuance”) except if (i) Borrower issues equity securities in a capital raising offering with proceeds sufficient to repay the Notes and the Notes are repaid in full simultaneously with the closing of such offering, or (ii) Borrower causes sufficient additional shares of its common stock, or securities convertible into its common stock without additional consideration, to be delivered under the Pledge Agreement to the Collateral Agent for the Buyers such that the aggregate number of Pledged Shares as a percentage of the total number of shares of capital stock (on an as-converted-into-common-stock basis) of Borrower outstanding (the “Pledged Percentage”) as of the date of such Future Issuance equals the Pledged Percentage as of the date hereof, which is approximately 100%. Capitalized terms used in this Section 3.18 and not otherwise defined in this Agreement shall have those meanings given to them in the Pledge Agreement.
Future Issuances. Until the consummation of a Qualified Public Offering, all securities of the Company hereafter acquired by the Investors shall be granted the same rights and privileges afforded the Investors under this Agreement and the Related Agreements.
Future Issuances. If Canada requests that the Exchange Rate Agent perform any Exchange Rate Determinations or Currency Conversions other than as specified in subparagraphs (a) or (b) of Section 2 above, then Canada shall notify the Exchange Rate Agent and give a description of the Notes, including the applicable formula or formulas, or other requirements to the Exchange Rate Agent. The Exchange Rate Agent shall determine if it is able and willing to make such Exchange Rate Determinations or Currency Conversions, as the case may be, and upon its agreement in writing to do so, the terms “Exchange Rate Determination” and “Currency Conversions” shall be deemed to include the determination of such applicable rate of exchange or conversion of such Currency, as the case may be. If the Exchange Rate Agent notifies Canada that it is not able or willing to make such Exchange Rate Determinations or Currency Conversions, as the case may be, or that it is only willing to do so on the basis of an increase of its fees not acceptable to Canada, the Exchange Rate Agent shall have no responsibility with respect to such determination or conversion, as the case may be, and Canada shall appoint a different exchange rate agent to make such determination or conversion.
Future Issuances. In the event the sum of (a) cash proceeds received by the Company from the private placement of Capital Stock (including Preferred Stock) or Indebtedness convertible into Capital Stock to parties other than Subscriber, and (b) the aggregate cash held in trust from the Company’s initial public offering, is at least $75 million as of the consummation of the SPAC Transactions, then: at any time prior to the second-year anniversary of the Issue Date, in the event the Company issues Capital Stock (including Preferred Stock) or Indebtedness convertible into Capital Stock following the Issue Date with a weighted average issue price (or conversion price) per share in any such transaction (or series of related transactions) lower than the then-current Conversion Price, then the Conversion Price shall be adjusted downward to 115% of such average price per share of such transaction (or series of related transactions), subject to a minimum Conversion Price of $8.00 per share of Common Stock (subject to proportionate adjustment for stock or share dividends, stock or share splits or stock or share combinations with respect to the Common Stock), provided that there shall be no adjustment if 115% of such average price per share of such transaction is equal to or greater than the then applicable Conversion Price; otherwise, at any time prior to the Maturity Date, in the event the Company issues Capital Stock (including Preferred Stock) or Indebtedness convertible into Capital Stock following the Issue Date with a weighted average issue price (or conversion price) per share in any such transaction (or series of related transactions) lower than the then-current Conversion Price, then the Conversion Price shall be adjusted downward to 115% of such average price per share of such transaction (or series of related transactions), subject to a minimum Conversion Price of $6.00 per share of Common Stock (subject to proportionate adjustment for stock or share dividends, stock or share splits or stock or share combinations with respect to the Common Stock), provided that there shall be no adjustment if 115% of such average price per share of such transaction is equal to or greater than the then applicable Conversion Price; provided, further, however, that in each case above there shall be no adjustment to the Conversion Price whatsoever resulting from the first $50 million of aggregate gross proceeds raised from the issuance in one or more offerings of Capital Stock (including Prefe...
