Issuance to Investor Stockholder Sample Clauses

Issuance to Investor Stockholder. Subject to the terms of this Agreement, and on the basis of the representations, warranties and covenants contained herein, at the Closing and concurrently with the exchange contemplated by Section 2.2 below, (i) SII will issue to the Investor Stockholder the number of shares of SII Common Stock set forth opposite such Investor Stockholder's name under the column labeled "Number of Shares of SII Common Stock" on Schedule A hereto, and (ii) the Investor Stockholder, in exchange therefor, will contribute to SII (a) by wire transfer of funds, the amount of cash set forth opposite the Investor Stockholder's name under the column labeled "Cash Contribution" on Schedule A hereto and (b) such number of shares of Company Common Stock held of record and beneficially by the Investor
Sample 1
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Issuance to Investor Stockholder. Subject to the terms of this Agreement, and on the basis of the representations, warranties and covenants contained herein, at the Closing and concurrently with the exchange contemplated by Section 2.2 below, (i) SII will issue to the Investor Stockholder the number of shares of SII Common Stock set forth opposite such Investor Stockholder's name under the column labeled "Number of Shares of SII Common Stock" on Schedule A hereto, and (ii) the Investor Stockholder, in exchange therefor, will contribute to SII (a) by wire transfer of funds, the amount of cash set forth opposite the Investor Stockholder's name under the column labeled "Cash Contribution" on Schedule A hereto and (b) such number of shares of Company Common Stock held of record and beneficially by the Investor Stockholder as is set forth opposite the Investor Stockholder's name under the column labeled "Company Shares" on Schedule A hereto, together with appropriate powers to transfer such shares of Company Common Stock to SII and irrevocable powers coupled with an interest with respect to such shares of Company Common Stock, provided, however, that the amount of cash to be contributed by the Investor Stockholder pursuant to this Section 2.1 is subject to increase by up to $98,468,754, and the number of shares of SII Common Stock to be issued to the Investor Stockholder in exchange for such contribution pursuant to this Section 2.1 is subject to increase by up to 5,182,566 shares (at a rate of one share of SII Common Stock for each additional $19.00 to be so contributed), to the extent that additional shares of Company Common Stock are issued after the date of this Agreement and prior to the Closing pursuant to the exercise of any Company Stock Options held by any individuals other than the Continuing Holders.
Sample 1

Related to Issuance to Investor Stockholder

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • 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.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Stockholder Action Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, pursuant to Section 2.5 hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation or other business combination or any similar transaction pursuant to Section 2.5 hereof if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. ARTICLE III

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • No Stockholder Rights This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

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