Issuance of Class A Common Stock. As promptly as practicable following satisfaction of such Company Unitholder’s obligations under Section 2.1(a)(iv) or Section 2.1(b)(ii), as applicable, and in any event no later than three (3) Business Days after such obligations are satisfied, the Corporation or the Company, as applicable, shall deliver or cause to be delivered to such Company Unitholder, at the address set forth on such Unitholder’s signature page to the LLC Agreement (or at such other address as such party may designate to the Corporation), the number of shares of Class A Common Stock deliverable to such Company Unitholder upon such Exchange, if any, registered in the name of the relevant exchanging Company Unitholder, subject to the Company Unitholder’s execution of any letter of transmittal or other document required to be executed by the holders of Class A Common Stock. To the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Corporation or the Company, as applicable, will upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice. Notwithstanding anything to the contrary in this Agreement, no fractional shares of Class A Common Stock shall be issued as a result of any Exchange. In lieu of any fractional share of Class A Common Stock to which a Company Unitholder would otherwise be entitled in any Exchange, the Company or the Corporation, as applicable, shall pay to such Company Unitholder cash equal to such fraction multiplied by the Fair Market Value.
Issuance of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue the shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the condition in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise.
Issuance of Class A Common Stock. During the Supplemental Period, the Company shall not issue any additional shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or enter into any agreement or arrangement to do the same without giving the Stockholder pre-emptive rights which shall permit the Stockholder to acquire shares of Class A Common Stock concurrently with any such issuance.
Issuance of Class A Common Stock. The Company shall not issue any additional shares of Class A Common Stock (except upon exercise of the Warrants outstanding as of the date hereof) or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or enter into any agreement or arrangement to do the same without giving the Stockholder pre-emptive rights which shall permit the Stockholder to acquire shares of Class A Common Stock concurrently with any such issuance.
Issuance of Class A Common Stock. The Firm Shares and Option Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, and free and clear of all Liens imposed by the Company. The Firm Shares and Option Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization, issuance, and sale of the Firm Shares and Option Shares have been duly and validly taken. The Firm Shares and Option Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the General Disclosure Package, and the Prospectus.
Issuance of Class A Common Stock. (a) Subject to the terms and conditions contained herein, the Company agrees to issue and deliver to Xxxxxxx at the Closing 3,325,000 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), to be authorized pursuant to the Charter Amendment (as defined herein) in exchange for all of the 3,325,000 shares of Company Common Stock owned by Xxxxxxx and certain members of his family or as to which Xxxxxxx currently holds an option to purchase (the "Xxxxxxx Shares").
(b) Subject to the terms and conditions contained herein, Xxxxxxx agrees to deliver to the Company at the Closing the Xxxxxxx Shares in exchange for 3,325,000 shares of the Class A Common Stock.
Issuance of Class A Common Stock. In exchange for the Required Contribution, the Parent, on behalf of the Borrowers, hereby covenants and agrees to issue the Sponsor shares of Class A common stock, par value $0.0001 per share (the “Shares”) of Rubicon in an amount equal to the Required Contribution divided by the Conversion Price.
Issuance of Class A Common Stock. Pursuant to a Subscription Agreement, the Borrower shall have issued shares of its Class A common stock to the Initial Lenders in the amounts identified in such Subscription Agreement.
Issuance of Class A Common Stock. (a) As consideration of the agreements of Microsoft and MSCI in this Agreement, including without limitation Section 1.01, divine shall issue to Microsoft that number of shares of divine's Class A Common Stock equal to a number determined by dividing $5,000,000 by the average closing price of the Class A Common Stock as publicly reported by the Nasdaq National Market as of 4:00 p.m. Eastern Standard Time on the five (5) trading days prior to the Closing (the "Securities"), which such Securities are deliverable to Microsoft pursuant to and in compliance with Section 5.04(b).
(b) On or before the ninetieth (90th) day following Closing at which the Acquired Assets are conveyed to DWH, divine shall deliver to Microsoft one or more stock certificates evidencing the Securities to be issued to Microsoft pursuant to Section 5.04(a), registered in Microsoft's name. The Securities shall be either (i) issued under an effective registration statement under the Securities Act or (ii) subject to an effective registration statement for resale under the Securities Act.
(c) If divine fails to deliver the Securities to Microsoft pursuant to and in compliance with Section 5.04(b), divine shall transfer to Microsoft, upon Microsoft's request and as Microsoft's sole and exclusive remedy for breach of Section 5.04(b) as liquidated damages, either, as determined in the sole discretion of divine:
(i) in lieu of the issuance of the Securities, that number of shares of divine's Class A Common Stock equal to a number determined by dividing $6,250,000 by the lesser of (X) the average closing price of the Class A Common Stock as publicly reported by the Nasdaq National Market as of 4:00 p.m. Eastern Standand Time on the five (5) trading days prior to the ninetieth (90th) day following Closing or (Y) the average closing price of the Class A Common Stock as publicly reported by the Nasdaq National Market as of 4:00 p.m. Eastern Standard Time on the five (5) trading days prior to the Closing (the "Unregistered Securities"); or
(ii) in lieu of the issuance of the Securities, $5,000,000 in immediately available funds.
(d) The Unregistered Securities shall not be registered under the Securities Act; provided, however, that if divine elects delivery of the Unregistered Securities as Microsoft's liquidated damages, then, upon delivery of the Unregistered Securities to Microsoft, each of divine and Microsoft shall enter into the Registration Rights Agreement.
Issuance of Class A Common Stock. Upon a Reorganization, the Successor shall issue a number of shares of Class A Common Stock of the Successor to each Member with a fair market value equal to the value of the Units held by such Member immediately prior to such Reorganization. For this purpose, the value of each Unit shall be determined based (i) upon the value on which the initial public offering is based or (ii) in the event that the initial public offering does not occur within six months of the Reorganization, based on the amount each such Unit would have received pursuant to Section 12.3 on the liquidation of the Company.
