Future Sales of Common Stock Sample Clauses

Future Sales of Common Stock. Each Purchaser agrees that if the Company engages in an underwritten public offering for the sale by the Company of shares of Common Stock during the one-year period following the Closing Date and thereafter so long as the Purchaser owns more than one percent (1%) of the total number of shares of Common Stock then outstanding, the Purchaser will, if so requested by the managing underwriter for such offering, execute and deliver to such managing underwriter a "lock-up" letter in a form acceptable to such managing underwriter. The obligations of and restrictions on the Purchaser under such "lock-up" letter shall be in effect for a maximum of 180 days as specified by the managing underwriter.
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Future Sales of Common Stock. Notwithstanding anything to the contrary in that certain Registration Rights Agreement, dated as of the date hereof, by and among Earthstone, Independence and the persons identified on Schedule I thereto (the “Independence RRA”) or that certain Registration Rights Agreement, dated as of May 9, 2017, by and among Earthstone, Bold Energy Holdings, LLC, a Texas limited liability company (“Bold”), and the persons identified on Schedule I thereto (the “EnCap RRA” and, together with the Independence RRA, the “Registration Rights Agreements”):
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Future Sales of Common Stock. Certain of the Company's Shares of Common Stock currently outstanding are "restricted securities" as that term is defined in Rule 144 promulgated under the Act and under certain circumstances may be sold without registration pursuant to such Rule. The Company is unable to predict the effect that sales made under Rule 144, or otherwise, may have on the then prevailing market price of the Common Stock although any substantial sale of restricted securities pursuant to Rule 144 may have an adverse effect.
Sample 1
Future Sales of Common Stock. In the event the Company ---------------------------- shall, within ninety (90) days following the Closing Date, sell any shares of the Company's Common Stock at, or any instruments (excluding the Company's 1993 Stock Option Plan, the 1996 Director Option Plan and the Employee Stock Purchase Plan) that can be converted into or otherwise exchanged for the Company's Common Stock (the "Subsequent Sale") exercisable at, a price per share (the "Subsequent Purchase Price") of less than the Purchase Price, (1) the purchase price per Share hereunder shall be adjusted to an amount equal to the Subsequent Purchase Price, such that the Company shall, within ten (10) business days of the Subsequent Sale, pay to each Purchaser an amount equal to the number of Shares times the difference between the Purchase Price and the Subsequent Purchase Price; and (2) the Company shall, within ten (10) business days of the Subsequent Sale, deliver new Warrants to each Purchaser in exchange for the previously issued Warrants that shall have an exercise price per share equal to 125% of the Subsequent Purchase Price.
Sample 1
Future Sales of Common Stock. Each Investor agrees that if Amen engages in an underwritten public offering for the sale by Amen of shares of Common Stock during the one-year period following the Closing Date and thereafter so long as the Investor owns more than one percent (1 %) of the total number of shares of Common Stock then outstanding (for this purpose, calculated as if the Warrant Shares were outstanding), the Investor will, if so requested by the managing underwriter for such offering, execute and deliver to such managing underwriter a “lock-up” letter in a form acceptable to such managing underwriter. The obligations of and restrictions on the Investor under such “lock-up” letter shall be in effect for a maximum of 180 days as specified by the managing underwriter.
Sample 1
Future Sales of Common Stock. The Company agrees that, during the sixty (60) day period immediately following the Closing, it will not sell additional shares of its Common Stock in financing transactions for consideration per share less than the purchase price set forth in Section 2.1 above, without the consent of Investors purchasing a majority of the Shares sold hereunder.
Sample 1
Future Sales of Common Stock. Subject to its fiduciary responsibilities to its stockholders, the Company covenants and agrees that it will not issue any of its Common Stock at a price less than the Per Share Purchase Price until such time as the Registration Statement is declared effective by the Commission; provided, that, this Section 4.5 shall not apply to any issuance of Common Stock pursuant to any agreement made prior to the Closing Date, including, but not limited to, any warrant, option or other security convertible into Common Stock or any Common Stock issued pursuant to any employee stock option plan, stock option plan for non-employee directors, employee stock purchase plan or any other plan that provides incentive stock grants to the Company's employees, directors, consultants or agents.
Sample 1
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Future Sales of Common Stock. So long as the Investor shall beneficially own at least 25% of the Shares purchased hereby, the Company shall not sell any shares of common stock for less than the fair market value of the Common Stock as reasonably determined by the Board of Directors and shall not sell any shares of Common Stock at less than US$0.125 per share without the unanimous vote of all the directors.
Sample 1
Future Sales of Common Stock. Subject to its fiduciary responsibilities to its stockholders, the Company covenants and agrees that it will not issue any of its Common Stock at a price less than the Per Share Purchase Price until the Effective Date; provided, that, this Section 4.6 shall not apply to any issuance of Common Stock pursuant to any agreement made prior to the Closing Date, including, but not limited to, any warrant, option or other security convertible into or exercisable for Common Stock or any Common Stock issued pursuant to any employee stock option plan, stock option plan for non-employee directors, or any other plan that provides incentive stock grants to the Company’s employees, directors, consultants or agents.
Sample 1

Related to Future Sales of Common Stock

  • 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 upon the exercise of the Warrants or the conversion of the shares of Preferred Stock acquired by the Purchaser on the First Closing Date;

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Purchase of Shares of Common Stock Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to:

  • Issuance of Shares of Common Stock As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

  • Commencement of Regular Sales of Common Stock Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Fifty Thousand (50,000) Purchase Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as may be adjusted from time to time (the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date, provided that the Closing Sale Price of the Common Stock is not below the Floor Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit may be increased to up to Seventy-Five Thousand (75,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $6.00 on the Purchase Date, and (ii) the Regular Purchase may be increased to up to One Hundred Thousand (100,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $7.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

  • Issuance of Shares of Common Stock on Exercise As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b)

  • Delivery of Shares of Common Stock As soon as reasonably practicable following the date of vesting pursuant to the Vesting Period, or Executive’s earlier termination of employment or other event entitling Executive to vest in the RSUs pursuant to Paragraph 3, subject to Section 9(i), Newmont shall cause to be delivered to Executive a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Paragraph 5) deliverable to Executive in accordance with the provisions of this Agreement; provided, however, that Newmont may allow Executive to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Executive’s tax withholding obligations with respect to such Common Stock), sold on behalf of Executive, with the cash proceeds thereof, net of tax withholding, remitted to Executive, in lieu of Executive receiving a stock certificate or electronic delivery of shares in a direct registration system.

  • Deemed Issue of Additional Shares of Common Stock (a) If the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

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