Issuance of Class B Common Stock. During the Supplemental Period, the Company shall not, without giving the Stockholder pre-emptive rights, issue shares of Class B Common Stock or securities convertible into or exercisable or exchangeable for shares of Class B Common Stock except to the extent that such shares (including underlying shares, in the case of securities convertible into or exercisable or exchangeable for shares of Class B Common Stock) (a) in the case of such shares or convertible securities issued for the purpose of fulfillment of the Company's obligations under any present or future stock option plan, do not exceed the number of shares issued under such plans consistent with past practices (which practices, for this purpose, are understood by the parties to include the issuance of the number of shares of Class B Common Stock authorized under the Company's 1998 Stock Incentive Plan), (b) in the case of such shares or convertible securities issued for any other purpose, do not exceed in the aggregate 10% of the number of shares of Class B Common Stock outstanding on January 25, 1998 or (c) are issued pursuant to options, warrants or convertible securities issued and outstanding on, or commitments to issue such shares that are in effect on, January 25, 1998, and which were disclosed in Section 4.01(b) of the disclosure schedule to the Governance Agreement.
Issuance of Class B Common Stock. The Company shall not, without giving the Stockholder pre-emptive rights, issue shares of Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock"), or securities convertible into or exercisable or exchangeable for shares of Class B Common Stock except to the extent that such shares (including underlying shares, in the case of securities convertible into or exercisable or exchangeable for shares of Class B Common Stock) (a) in the case of such shares or convertible securities issued for the purpose of fulfillment of the Company's obligations under any present or future stock option plan, do not exceed the number of shares issued under such plans consistent with past practices, (b) in the case of such shares or convertible securities issued for any other purpose, do not exceed in the aggregate 5% of the outstanding shares of Class B Common Stock on the date of the Investment Agreement or (c) are issued pursuant to options, warrants or convertible securities issued and outstanding on, or commitments to issue such shares that are in effect on, the date hereof and which are disclosed in Section 4.01(b).
Issuance of Class B Common Stock. All shares of Company Common Stock to be issued upon exercise of stock options in the Logical Choice Corporation Employee Stock Option Pool and the Everest Display Stock Option Pool shall be issued as shares of Company Class B Common Stock. The Company Class A Common Stock and the Company Class B Common Stock shall rank equally and be identical in all respects, except that the holders of Company Class B Common Stock shall not be entitled to vote for or consent to the election of directors or with respect to any other matters submitted to the vote or consent of stockholders of the Company. Notwithstanding any provision under this Agreement to the contrary, the Conversion Shares, Transaction Bonus Shares and Adjustment Shares (shall be issued as Company Class A Common Stock by the Company and shall be entitled to vote for or consent of stockholders of the Company. With respect to the Class B Common Stock issuable upon exercise of stock options granted in the Logical Choice Corporation Employee Stock Option Pool and the Everest Display Stock Option Pool, such shares of Class B Common Stock (collectively, the “Option Pool Shares”) shall, following the Company’s IPO, be registered for resale under the Securities Act on a short Form S-8 registration statement and therefore publicly tradable on the National Securities Exchange.
Issuance of Class B Common Stock i. Immediately following the Conversion of Units and pursuant to the Amended and Restated Certificate of Incorporation of Habit (the “Habit Charter”), Habit will issue to each holder of Common Units (other than any holder of Common Units that is Habit or a Subsidiary of Habit) a number of shares of Class B Common Stock equal to the number of Common Units of Habit LLC then held by such holder.
Issuance of Class B Common Stock. A. From and after the Effective Date, additional shares of Class B Common Stock may be issued only to, and registered in the name of, a Xxxxxxxx Affiliate (including all successors, assigns and permitted transferees) (collectively, “Permitted Class B Owners”). The Corporation shall not issue additional shares of Class B Common Stock after the Effective Date other than in connection with the valid issuance of Units in accordance with the Amended and Restated Limited Liability Company Agreement of the LLC, dated on or about the date hereof (the “LLC Agreement”) to any Permitted Class B Owner.
Issuance of Class B Common Stock. (i) Upon surrender of a Book-Entry Warrant or a beneficial interest in a Global Warrant Certificate in conformity with the foregoing provisions, including without limitation Section 3.2, and payment of the Exercise Price in respect of the exercise of one or more Warrants evidenced thereby, the Warrant Agent shall, when such payment is received and subject to Section 9.2, deliver to the Company the notice of exercise received pursuant to Section 3.3(a), deliver or deposit all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within five (5) Business Days after receipt by the Company of such notice of exercise, (A) execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of shares of Class B Common Stock issuable upon such exercise, (B) if in the Company’s sole discretion the shares of Class B Common Stock are not certificated, make or cause to be made a book entry into the stock ledger of the Company for the aggregate number of shares of Class B Common Stock issuable upon such exercise or (C) if in the Company’s sole discretion the shares of Class B Common Stock shall be represented by a global certificate held by the Depositary, issue by same-day or next-day credit to the Depositary for the account of such beneficial holder or for the account of a participant in the Depositary the aggregate number of shares of Class B Common Stock issuable upon such exercise, in each case, based upon the aggregate number of Warrants so exercised and determined in accordance with Section 3.3(g), and, in each case, the Company shall deliver or cause to be delivered an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 4.5. Any certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in such notice of exercise and shall be registered or otherwise placed in the name of, and delivered to, the Holder.
Issuance of Class B Common Stock. The Company covenants that it will -------------------------------- not issue Class B Common Stock to any individual or entity that is not an Initial TCW Holder.
Issuance of Class B Common Stock. Immediately following the Reclassification and pursuant to the Planet Charter, Planet will issue to each holder of Common Units (other than any holder of Common Units that is Planet or a Subsidiary of Planet) a number of shares of Class B Common Stock equal to the number of Common Units of Pla-Fit then held by such holder (the “Class B Issuance”).
Issuance of Class B Common Stock. Immediately following the Reclassification and pursuant to the PetIQ Corporation Charter, PetIQ Corporation will issue to each holder of Common Units (other than any holder of Common Units that is PetIQ Corporation or a C-Corp LLC Owner) a number of shares of Class B Common Stock (equal to the number of Common Units then held by such holder) as set forth on Schedule I in exchange for $0.001 of cash per Class B Common Stock.
Issuance of Class B Common Stock. (a) Subject to the terms and conditions contained herein, the Company agrees to issue and deliver to Prior at the Closing 2,927,038 shares of the Company's Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), to be authorized pursuant to the Charter Amendment in exchange for 2,927,038 shares of Company Common Stock owned by Prior and certain members of his family (the "Prior Exchange Shares").
