Issuances Not Subject to Participation Right or Top-up Right Sample Clauses

Issuances Not Subject to Participation Right or Top-up Right. Notwithstanding anything to the contrary contained herein, the Participation Right shall only apply to an Offering for which the Company anticipates that the majority of the cash or non-cash consideration of the Offering is to be applied or is intended for the purposes of the advancement of one or both of the Projects (any other Offering being, an “Excluded Event”), provided however that should the Company in fact apply a majority of the net proceeds of any Excluded Event to the advancement of one or both of the Projects, the Company shall promptly notify the Investor in writing and the Investor shall have the right to purchase an amount of Offered Securities at the time of the next Offering sufficient to increase its percentage holding of securities to the Participating Percentage in effect immediately prior to the completion of such Excluded Event at a price per security equal to the price under such Excluded Event, and the Company shall, if it is required by the Exchange or otherwise under Applicable Laws to seek shareholder approval for the Offering of the securities to the Investor or its nominee, call and hold a meeting of its shareholders to consider the Offering of the securities to the Investor as soon as reasonably practicable, and in any event, such meeting shall be held within 75 days of the date that the Company is first advised that it will require shareholder approval, in which case the Company shall recommend approval of the Offering of the securities and shall solicit proxies in support thereof.
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Issuances Not Subject to Participation Right or Top-up Right. Notwithstanding anything to the contrary contained herein, Sections 3.1 to 3.5 will not apply to any Issuances in the following circumstances (each such Issuance pursuant to paragraphs (a) through (e) hereof being referred to as an “Excluded Event”):
Sample 1

Related to Issuances Not Subject to Participation Right or Top-up Right

  • RSUs Subject to Plan By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Shares Subject to Award The Award consists of 25,000 shares (the “Shares”) of common stock of the Company (“Stock”). The undersigned’s rights to the Shares are subject to the restrictions described in this Agreement and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.

  • Stock Subject to Plan The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

  • Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

  • Shares Subject to Agreement The Shares shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 5, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of the Shares. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Committee to be applicable are satisfied.

  • Agreement Subject to Plan This Option Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Option Agreement.

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