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. (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
Inducement Shares. The undersigned, upon delivery to the Company of suitable evidence acceptable to the Company of the undersigned’s investment in the Company’s August 2016 public offering and an investment into the Company’s May 2017 public offering (the “Offering”) of at least 50% of the undersigned’s August 2016 investment (the “Minimum Required Investment”), shall be entitled to receive its pro rata share, along with the other August 2016 investors who invested in the Offering, of 2.61 million shares of common stock (the “Inducement Common Shares”) provided, however, that if the undersigned beneficially owns or as a result of any purchases in the Offering or issuances of the Inducement Common Shares or otherwise will beneficially own 5% or more of the common stock of the Company, the undersigned may elect to receive shares of the Company’s preferred stock containing “beneficial ownership blocker” provisions and a liquidation preference equal to the par value thereof (the “Inducement Preferred Shares” and, together with the Inducement Common Shares, the “Inducement Shares”) to be issued by the Company convertible into the pro rata portion of the Inducement Shares the undersigned would otherwise receive. The Company shall issue the Inducement Shares as restricted securities, unless in the opinion of counsel to the Company such shares are deemed to be registered under the Securities Act of 1933, as amended (the “Act”) and if not so registered shall within 30 days of issuance file a registration statement under the Act with respect to the Inducement Common Shares and the common stock underlying the Inducement Preferred Shares, and shall issue such shares within five (5) business days of closing of the Offering during which time the undersigned may instruct the Company to issue Inducement Preferred Shares. No Inducement Shares shall be required to be issued or issued to the undersigned if the undersigned, in connection with the 2017 Offering, does not invest at least 50% of such undersigned’s investment in the August 2016 Offering or does not hold on the date of the Offering 100% of the shares of common stock or Series F Preferred Stock acquired in the August 2016 offering. In the event the undersigned elects to receive Inducement Preferred Shares, the Inducement Preferred Shares shall be entitled to a per share preferential payment equal to the par value of $0.01 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Inducement Pref...
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. 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. 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. 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. 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.
