Future Securities Issuances Sample Clauses

Future Securities Issuances. The Company hereby agrees that until the Company consummates an Initial Business Combination, it shall not issue any Common Stock or any options or other securities convertible into or exercisable for Common Stock, or any preferred shares of the Company which participate in any manner in the Trust Fund or which vote as a class with the Common Stock on an Initial Business Combination.
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Future Securities Issuances. In the event a Regulated --------------------------- Investor has the right to acquire any securities of the Company (as the result of a preemptive offer, pro rata offer or otherwise), at such Regulated Investor's request the Company will offer to sell to such Regulated Investor non-voting securities on the same terms as would have existed had such Regulated Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to Section 5.22.1. The Company shall grant to any subsequent holder of Investor Securities originally acquired by any Investor, upon such Person's request, the same rights granted to the Regulated Investors pursuant to this Section 5.22. In the event that any Subsidiary of the Company ever offers to sell any of its securities, then the Company will cause such Subsidiary to enter into agreements with the Regulated Investors substantially similar to this Section 5.22.
Sample 1
Future Securities Issuances. In the event the Investor has --------------------------- the right to acquire any securities of the Company (as the result of a preemptive offer, pro rata offer or otherwise), at the Investor's request the Company will offer to sell to the Investor non-voting securities on the same terms as would have existed had the Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to Section 5.21.1. The Company shall grant to any subsequent holder of Investor Securities originally acquired by any Investor, upon such Person's request, the same rights granted to the Investor pursuant to this Section 5.21. In the event that any Subsidiary of the Company ever offers to sell any of its securities, then the Company will cause such Subsidiary to enter into agreements with the Investor substantially similar to this Section 5.21.
Sample 1
Future Securities Issuances. For a period of fifteen (15) months following the date hereof, the Company grants to the Major Stockholders the right to purchase up to their Pro Rata Share (as defined below) of newly issued securities in a bona fide financing transaction (“New Securities”), in an amount not to exceed an aggregate of 30% of the New Securities issued in such financing transaction at the same price per New Security as other investors in such financing transaction; provided, that such right shall expire as to a Major Stockholder following the closing of the financing in which such right is exercised by such Major Stockholder. The Company shall provide notice of a potential financing transaction at least two Business Days prior to the entry into any agreement regarding the issuance of the New Securities. For purposes of this Section 4.11 only, each Major Stockholder’s “Pro Rata Share” is the ratio of the total number of Units that were originally acquired by the Major Stockholder pursuant to this Agreement in proportion to the total number of Units sold to all Investors pursuant to this Agreement.
Sample 1
Future Securities Issuances. (a) The Company hereby grants to the Investor the right to purchase up to its Pro Rata Share (as defined below) of all newly-issued equity securities of the Company, whether or not currently authorized, as well as newly-issued rights, options, or warrants to purchase such equity securities, or newly-issued securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (the “New Securities”) that the Company may, from time to time, propose to offer, sell as part of a bona fide financing transaction for capital raising purposes during the Standstill Term, either as part of the same offering or in a concurrent private placement to the extent required by applicable securities laws, at a price per Ordinary Share or ADS no greater than the price per New Security in such bona fide financing transaction (a “Financing Transaction”). The Investor’s “Pro Rata Share” is expressed as a fraction, the numerator of which is the number of Ordinary Shares, which were originally acquired pursuant to the Purchase Agreement, held, directly or indirectly, by the Investor (including Ordinary Shares in the form of ADSs and Ordinary Shares issued or issuable upon the exercise, transfer or conversion of all securities exercisable for or convertible into Ordinary Shares held by the Investor) on the date of the Offer Notice (as defined below), and (ii) the denominator of which is the number of Ordinary Shares outstanding on the date of the Offer Notice, assuming for this purpose conversion or exercise of all securities convertible into or exercisable for Ordinary Shares held by the Investor. (b) For a period of six (6) months following the date of the Initial Closing, the Company hereby further grants to the Investor, in the event of an issuance and sale by the Company in a Financing Transaction of New Securities at a price per Ordinary Share or ADS (as the case may be) less than the price per ADS paid by the Investor at the Initial Closing pursuant to the Purchase Agreement, the right to purchase up to 20% of the New Securities issued in such Financing Transaction at the same price per New Security as other investors in the Financing Transaction (the “Oversubscription Share”). (c) From the date of this Agreement through the date of the Initial Closing, the Company hereby further grants to the Investor, in the event of an issuance and sale by the Company in a Financing Transaction of New Securities, the right to p...
Sample 1
Future Securities Issuances. With respect to any equity securities or securities convertible into equity securities issued by the Company to any person after the date hereof, in the event the Company issues any such additional securities entitling the holder thereof to rights, preferences, privileges or other terms and conditions more favorable to such holder than those applicable to Xencor with respect to the Shares, then the Company shall take any and all action necessary or appropriate in order to amend its Articles of Incorporation or other governing or charter documents, this Agreement and/or the Voting Agreement, as applicable, in order to provide substantially the same or similar rights, preferences, privileges and other terms and conditions to Xencor with respect to the Shares. The rights provided to Xencor pursuant to this Section 10 shall terminate upon a Qualified Offering.
Sample 1

Related to Future Securities Issuances

  • Actions Binding on Future Securityholders At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of that series.

  • SOFTWARE SECURITY If applicable, BA warrants that software security features will be compatible with the CE’s HIPAA compliance requirements. This HIPAA Business Associate Agreement-Addendum shall supersede any prior HIPAA Business Associate Agreements between CE and BA.

  • Future Services The Consultant acknowledges each of the following with regard to performing future services for the City: • The Consultant’s performance of the services required by this Agreement may create an actual or appearance of a conflict of interest with regard to the Consultant performing or participating in the performance of some related future services, particularly if the services required by this Agreement comprise one element or aspect of a multi-phase process or project; • Such an actual or appearance of a conflict of interest would be a ground for the City to disqualify the Consultant from performing or participating in the performance of such future services; and • The Consultant is solely responsible for considering what potential conflicts of interest, if any, performing the services required by this Agreement might have on its ability to obtain contracts to perform future services.

  • Pledge of Securities Etc 7 3.1 Pledge ................................................................................................7 3.2 Procedures.............................................................................................10 3.3 Subsequently Acquired Collateral.......................................................................11

  • Trust Indenture Act Section    Indenture Section 310(a)(1) 7.09 (a)(2) 7.09 (a)(3) N.A.

  • Trading of the Public Securities on the Nasdaq Capital Market As of the Effective Date and the Closing Date, the Public Securities will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities on the Nasdaq Capital Market.

  • Pledge of Securities Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(g) hereof; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

  • State Securities Qualification We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.

  • Listing on Securities Exchange If the Company shall list any shares of Common Stock on any securities exchange, it will, at its expense, list thereon, maintain and, when necessary, increase such listing of, all shares of Common Stock issued or, to the extent permissible under the applicable securities exchange rules, issuable upon the exercise of this Warrant so long as any shares of Common Stock shall be so listed during the Exercise Period.