Inducement Shares. (a) In consideration of the conversion of the Preferred Stock, simultaneously with the issuance of the Conversion Shares or at such later date as is provided in Section 2.2(b) hereof, the Company shall issue to the Investor 3,949,126 shares of Common Stock, representing the Inducement Shares
(b) In the event that the Company concludes, in consultation with legal counsel, that approval of the Company’s stockholders may be required under NASD Rules with respect to the issuance of the Inducement Shares, the Company may defer the issuance of the Inducement Shares until the Deferred Issuance Date. If the Company elects to defer the issuance of the Inducement Shares until the Deferred Issuance Date, the Company shall (i) use its best efforts to obtain confirmation from Nasdaq that such stockholder approval is not required and (ii) if applicable, use its best efforts to obtain such stockholder approval until such approval is duly obtained by the Company and take all action necessary to present such matter for stockholder approval at each meeting of stockholders of the Company, annual or otherwise, held after the execution of this Agreement. Each meeting of stockholders at which such matter is considered is referred to herein as a “Stockholder Meeting”. The Company shall use it best efforts to obtain the required approval of its stockholders of the issuance of the Inducement Shares at each Stockholder Meeting, it being understood that, except as provided in the following sentence, the Company shall have no obligation to call a special meeting for the purpose of obtaining such stockholder approval. Upon written request of the Investor to the Company delivered at any time on or prior to December 31, 2005, the Company shall file with the Commission a Proxy Statement no later than 30 days after the date of such request, and the Company shall use its best efforts to hold a Stockholder Meeting no later than 90 days after the date of such request.
(c) Any such Proxy Statement shall contain the recommendation of the Board of Directors that the stockholders approve the issuance of the Inducement Shares. The Company shall notify the Investor promptly of the receipt by it of any comments from the Commission or its staff and of any request by the Commission for amendments or supplements to such Proxy Statement or for additional information, and will supply the Investor with copies of all correspondence between the Company and its representatives, on the one hand, and the Comm...
Inducement Shares. The Holder agrees that the Company's obligation to issue the Inducement Shares on the Maturity Date is subject to the Company’s ability to issue such Inducement Shares in compliance with Nasdaq Listing Rule 5635(d), which will require the approval by the Company’s shareholders of certain proposals to be considered at the Company’s 2024 Annual Meeting to be held on May 31, 2024. To the extent the Company is unable to issue the Inducement Shares in compliance with Nasdaq Listing Rule 5635(d), the Company’s obligation to issue the Inducement Shares shall be tolled until such time as the Company is able to issue such Inducement Shares.
Inducement Shares. The Company shall deliver Inducement Shares to the Buyer as follows: Within five (5) business days after the Closing Date, the Company shall deliver to the Buyer 250,000 shares of duly and validly issued, fully paid and non-assessable Inducement Shares, containing an appropriate restrictive legend. If, during the period beginning on the earlier of (i) the date that is the six-month anniversary of the date of the Closing Date, or (ii) the effective date of an S-1 registration filing with the SEC registering the Inducement Shares, and ending on the date on which the Note is fully satisfied and cancelled (the “True-Up Period”), the then lowest volume weighted average price of the Common Stock for any business day within the True-Up Period during which the Buyer specifically seeks to remove the restrictive legend from the Inducement Shares (the “Subsequent Share Price”), as reported on the Company’s Principal Market, is less than the closing price of the Company’s common stock on the Closing Date, then the Company shall, within three (3) business days of Holder’s provision of written notice, issue and deliver to the Holder an additional number of duly and validly issued, fully paid and non-assessable shares of Common Stock (the “Additional Shares”). The number of Additional Shares shall be equal to (X) the quotient of the value of the Inducement Shares on the Closing Date divided by the Subsequent Share Price less (Y) the Inducement Shares. For the avoidance of doubt, there shall be only one issuance of Additional Shares (subject to any Additional Tranches needed). The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Buyer be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Buyer and its affiliates of 9.99% of the outstanding shares of Common Stock at that time. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Regulations 13D-G thereunder. Accordingly, the Additional Shares, if required to be issued pursuant to this Agreement, shall be issued in accordance with the beneficial ownership limitations contained herein, and in successive tranches (each an “Additional Tranche”) if the issuance of one tranche would result ...
Inducement Shares. As an inducement to enter into this Agreement, the Company will, subject to approval of the Toronto Stock Exchange and applicable securities laws, arrange to issue the Executive 200,000 common shares of NovaGold. The entitlement to shares pursuant to this section 3.2 may be settled on a net withholding basis in order to satisfy any tax obligations of the Executive arising out of the grant of shares set out herein. Any such withholding will be satisfied by the Company on a cash basis at the then market price of the NovaGold’s shares, and the Executive will be issued that number of shares equal to 200,000 multiplied by (100% - the anticipated percentage withholding obligation).
Inducement Shares. In consideration for Cranshire entering into the Warrant Amendments, and subject to each Holder’s (or such Holder’s successors or assigns, as applicable) execution and delivery to the Company of an investor certificate, substantially in the form attached hereto as Exhibit A (an “Investor Certificate”), the Company shall issue to the Holders or their successors and assigns, as applicable, an aggregate total of 570,000 shares of Common Stock (the “Inducement Shares”) in direct proportion to the amount invested by such Holders under the Securities Purchase Agreement. The allocation of the Inducement Shares, is set forth on Exhibit B hereto.
Inducement Shares. On the date of each Closing the Company shall issue to each Buyer as further consideration for such Buyer agreeing to purchase its Note, a number of shares of Common Stock (the “Inducement Shares”) equal to 15% of the principal amount of such Buyer’s Note divided by the closing price of the Common Stock on the Trading Day immediately preceding the applicable Closing Date. Each Buyer agrees that prior to earlier the of (i) the date of the listing of the Common Stock on any of the Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange or NYSE MKT, or (ii) December 31, 2022, it shall not sell more 20% of its Inducement Shares.
Inducement Shares. The Company shall issue newly designated shares of Series K Convertible Preferred Stock (the “Series K Preferred Stock”) issuable into an aggregate of 6,500,000 shares in the form of Series K Preferred Stock (the “Inducement Shares”) stock to be distributed to certain existing investors who participate in the $2,350,000 Financing. The Company shall issue the Series K Preferred Stock within three trading days of closing the $2,350,000 Financing. The Series K Preferred Stock shall be substantially similar to the common stock but include a 4.99% beneficial ownership blocker and may not be converted into common stock prior to obtaining shareholder approval.
Inducement Shares. The Inducement Shares may only be transferred or otherwise disposed of in compliance with state and federal securities laws. The Holders acknowledges receipt of the Inducement Shares, as follows: Truk Opportunity Fund LLC: 244,786 shares Truk International Fund, LP: 41,190 shares Shelter Island Opportunity Fund Ltd. 64,024 shares
Inducement Shares. Upon Closing, and as further inducement for the Buyer to consummate the transactions contemplated by this Agreement, the Company shall deliver to Buyer 1,000,000 shares of Common Stock of the Company.
Inducement Shares. Within fifteen (15) days of the date hereof, Company shall issue to Purchaser a total of 2,000,000 shares of the Company’s common stock as an inducement to purchase the Note (the “Inducement Shares”) to Holder for no additional consideration, which shall be registered concurrently with the shares underlying conversion.
