Future Shares. The Corporation agrees that, as a condition precedent to the grant or issuance of any securities (including Convertible Securities) to a Person that, giving effect to such grant or issuance, would hold in excess of 2.5% of the outstanding Common Shares (calculated on as-if converted to Common Shares basis), whether now authorized or not, it will require that the holder of such securities sign an Assumption Agreement and if the purchaser is a corporate entity, such agreement will also be signed by any Person who Controls such corporation; provided, however, that if any such grant or issuance is pursuant to the exercise or conversion of any Convertible Security granted or issued prior to the date of this Agreement, the Corporation shall only be required to use its commercially reasonable efforts to comply with the foregoing covenant.
Future Shares. Pursuant to what is stated in Section Three. One. above but subject to the terms and conditions of the Shareholders’ Agreement and the provisions set forth in the other terms and conditions hereof, each Pledgor hereby agrees to maintain the pledge at all times and/or pledge 100% of the shares owned by it in the Company which, jointly with the Pledged Shares owned by the other Pledgor represent at least 16.42% therein or a lower amount indicated in Section Three. Two (d) of the Shareholders’ Agreement, which shall always be first lien pledges, except when the new shares to be pledged and subject to the prohibition to encumber and sell as already agreed upon, have already been subject to a senior lien pledge in favor of Itaú BBA, Nassau Branch or any other company which is a person related to the Pledgee, in which case the pledge on the Future Shares shall be a junior pledge compared to the pledge levied in favor of Itaú BBA, Nassau Branch, or of the person related to the Pledgee. In compliance with the foregoing and in order to fulfill the obligation set forth herein, but subject to the terms and conditions of the Shareholders’ Agreement and to the provisions set forth in the other terms and conditions hereof, each Pledgor hereby agrees to extend the pledge on Shares owned by it and the prohibitions and restrictions hereunder granted to any other cash shares of the Company or securities granting future rights on the shares in the Company to be acquired in the future for any purpose. To such effects, each Pledgor shall successively execute a new public deed of pledge and prohibitions under the terms set forth herein for each Future Share on “as acquired basis”, not later than 30 calendar days from the date of registration of the shares in its own name in the Register Book of Shareholders of the Company, and shall also perform all those acts and enter into all those agreements whether by public or private instrument, intended to identify the Future Shares owned by it pledged hereunder on a when-issued basis. Each Pledgor may also regularly give written notice to Pledgee of the acquisition of any Future Share in the Company not encumbered by the pledge on shares already granted, not later than 30 calendar days from the registration date of the shares in the Register Book of Shareholders of the Company. Nine.Two.-
Future Shares. Before any additional shares of the Corporation are issued in the future to any person, other than a signatory to this Agreement, such person and such person's spouse shall be required to become a party to, and to execute, acknowledge, seal and deliver a copy of, this Agreement prior to the issuance of such shares, and the certificates therefor shall be legended as provided herein; thereafter, such person shall be deemed to be a "Shareholder" for all purposes of this Agreement. 18.
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) the Shares purchased under the Series D Stock Purchase Agreement (ii) the shares of Common Stock issued or issuable upon the conversion of the Preferred Stock, (iii) securities offered pursuant to a registration statement filed under the Act, (iv) securities issued pursuant to the acquisition of another corporation by the Company by merger or, purchase of substantially all of the assets or other reorganization, (v) securities issued in connection with or as consideration for a collaborative partnership arrangement, as approved by a majority of the Board of Directors of the Company, or the acquisition, leasing or licensing of technology or other significant assets to be used in the Company's business, as approved by a majority of the Board of Directors of the Company, (vi) securities issued or issuable to officers, directors, employees or consultants of the Company pursuant to any employee or consultant stock offering, plan or arrangement approved by a majority of the Board of Directors of the Company and (vii) all shares of Common Stock or other securities, or options or warrants to purchase Common Stock or any such other securities, issuable to landlords, financial institutions or lessors in connection with office leases, commercial credit arrangements, equipment financings or similar transactions."
Future Shares. Future Shares" shall mean shares of any capital ------------- ------------- stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future ---------------- Shares" do not include (i) the shares of Preferred Stock or the Common Stock issued or issuable upon the conversion of such Preferred Stock, (ii) securities offered pursuant to a registration statement filed under the Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger of, purchase of substantially all of the assets or other reorganization, and (iv) securities issued or issuable to officers, directors, employees or consultants of the Company pursuant to any employee or consultant stock offering, plan or arrangement approved by the Board of Directors of the Company. 2.3
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) shares of Series A, Series B or Series C Preferred Stock (ii) shares of Series A Preferred Stock issued or issuable upon the exercise of a warrant issued to Cell Genesys, Inc. on January 23, 1997, (iii) shares of Series A Preferred Stock issued or issuable upon the exercise of a warrant issued to Cell Genesys, Inc. on March 27, 1997, (iv) shares of Series A Preferred issued or issuable upon the conversion of a Convertible Promissory Note issued to Cell Genesys, dated July 15, 1996, (v) shares of Series A Preferred Stock issued or issuable upon the conversion of convertible promissory notes issued to Cell Genesys, pursuant to the Line of Credit from Cell Genesys, effective as of November 1, 1997, (vi) shares of Common Stock issued or issuable upon the conversion of the Series A, Series B or Series C Preferred Stock, (vii) securities offered pursuant to a registration statement filed under the Act, (viii) all shares of Common Stock hereafter issued or issuable to officers, directors, employees or consultants of the Company pursuant to any employee or consultant stock offer ing, plan or arrangement approved by the Board of Directors of the Company, (ix) securities issued pur suant to agreements to license technology approved by the Board of Directors of the Company, (x) securities issued pursuant to the acquisition of another business by the Company by merger, purchase of substantially all assets or other reorganization whereby the Company or its stockholders own more than 50% of the surviving or successor corporation, (xi) securities issued pursuant to any rights or agree ments, provided that the right of first refusal established by this Section 2 applied with respect to the ini tial offer of such rights or agreements, and (xii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company.
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) the shares of Preferred Stock or the Common Stock issued or issuable upon the conversion of such Preferred Stock, (ii) the shares of Common Stock issued or issuable upon the conversion of Class B Common Stock (iii) securities offered pursuant to a registration statement filed under the Act, (iv) securities issued pursuant to the acquisition of another corporation by the Company by merger of, purchase of substantially all of the assets or other reorganization, (v) securities issued in connection with or as consideration for a collaborative partnership arrangement, acquisition or licensing of technology or other significant assets to be used in the Company's business and (vi) securities issued or issuable to officers, directors, employees or consultants of the Company pursuant to any employee or consultant stock offering, plan or arrangement approved by the Board of Directors of the Company.
Future Shares. Future Shares" shall mean shares of any capital ------------- ------------- stock of the Company, whether now authorized or not, and any rights options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future -------- ------- Shares," do not include (i) the shares of Common Stock issued or issuable upon the conversion of the Preferred Shares, (ii) securities offered pursuant to a registration statement filed under the Securities Act, as hereinafter defined, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, (iv) securities issued in connection with equipment leasing, equipment financing or loan transactions, (v) all shares of Common Stock or other securities hereafter issued or issuable in connection with acquisitions of technology or other strategic transactions or to officers, directors, employees or consultants of the Company pursuant to any employee or consultant stock offering, plan, arrangement or transaction approved by the Board of Directors of the Company, and (vi) the Warrants, the Preferred Stock issuable upon exercise of the Warrants and the Common Stock issuable upon the conversion of such shares of Preferred Stock.
Future Shares. Future Shares" shall mean shares of any capital stock of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided however, that "Future Shares" do not include (i) the Preferred Shares, the Common Stock issued or issuable upon the conversion of Preferred Shares, any Class A Common Stock issued or issuable upon the conversion of Class B Common Stock, any Class B Common Stock issued or issuable upon the conversion of Class A Common Stock, any Series C-1 Preferred Stock issued or issuable upon conversion of the Series C Preferred Stock, and any Series C Preferred Stock issued or issuable upon conversion of the Series C-1 Preferred Stock; (ii) securities offered pursuant to a registration statement filed under the Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger of, purchase of substantially all of the assets of or other reorganization, and (iv) securities issued or issuable to officers, directors, employees, consultants or lessors of the Company pursuant to any plan or arrangement approved by the Board of Directors of the Company, and (v) securities issued or issuable to strategic partners or licensors pursuant to any plan or arrangement approved by the Board of Directors of the Company, provided that, in addition to the purchase of securities, such strategic partners or licensors also enter into a material business relationship with the Company.
Future Shares. In the event that Future Shares becomes payable as provided in Sections 1.5 and 1.9, Parent shall, within five (5) business days after the filing of the Registration Statement in accordance with Section 6.9 hereof, deliver or cause to be delivered to the Non-Dissenting Stockholders (or their respective designees, as specified in the applicable Letter of Transmittal) one or more stock certificates representing the Future Shares in accordance with the Merger Consideration Certificate.
