Inducement Shares Sample Clauses

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...
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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.
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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 ...
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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.
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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.
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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.
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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.
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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
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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).
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Related to Inducement Shares

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Parent Stock (a) As of the date hereof the authorized capital stock of Parent consists of (I) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (b) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Commencement Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commencement Date). Such certificate or book-entry statement shall be delivered to the Investor in the manner specified in Section 7.1(iii). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

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