NO ADDITIONAL STOCK Sample Clauses

NO ADDITIONAL STOCK. Without the prior written consent of Lender, the Borrower shall not permit Elmer's to issue any additional shares of stock in Elmer's (other than the shares of common stock referred to in Section 1.1(a) and further described in Schedule I hereof), including, without limitation, any shares of preferred stock or any shares of stock representing a stock dividend or stock split; provided, however, simultaneously with the Closing, Borrower shall be permitted to issue 266,667.00 shares of common stock to the Indemnitors in consideration for the contribution of capital to Elmer's in the amount of $2,000,000.00 in immediately available funds; provided, however, as a condition precedent to the issuance of such shares, the Indemnitors shall pledge such shares to Lender pursuant to this Agreement.
Sample 1
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NO ADDITIONAL STOCK. Without the prior written consent of Lender, the Shareholders shall not permit Borrower to issue any additional shares of stock in Borrower (other than the shares of common stock referred to in Section 1.1(a) and further described in Schedule I hereof), including, without limitation, any shares of preferred stock or any shares of stock representing a stock dividend or stock split.
Sample 1
NO ADDITIONAL STOCK. Cobalt agrees that it will cause the Stock to constitute at all times not less than all of the total number of shares of each class of capital stock then outstanding (including treasury shares) of United Heartland, HMO-W or Valley, and will not consent to or approve the issuance of and will cause United Heartland, HMO-W or Valley not to issue any additional shares of any class of capital stock of such companies, any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares; or any subscription agreements, warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares, except with respect to the Valley Option. Cobalt also agrees that it shall cause HMO-W in turn to cause Unity not to issue any additional shares of any class of capital stock, any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares; or any subscription agreements, warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares of Unity, except with respect to the Unity Option.
Sample 1
NO ADDITIONAL STOCK. PLEDGOR AGREES THAT THE CORPORATION WILL ------------------------------------------------------------------ NOT ISSUE ANYADDITIONAL CAPITAL STOCK, COMMON OR PREFERRED, ANY CONVERTIBLE -------------------------------------------------------------------------------- SECURITIES, ANY OPTIONS, OR OTHERWISETAKE ANY ACTION THAT WOULD HAVE THE EFFECT -------------------------------------------------------------------------------- OF DILUTING THE SHARES. --------------------------
Sample 1
NO ADDITIONAL STOCK. PLEDGOR AGREES THAT THE CORPORATION WILL NOT ISSUE ANY ADDITIONAL CAPITAL STOCK, COMMON OR PREFERRED, ANY CONVERTIBLE SECURITIES, ANY OPTIONS, OR OTHERWISE TAKE ANY ACTION THAT WOULD HAVE THE EFFECT OF DILUTING THE STOCK.
Sample 1
NO ADDITIONAL STOCK. Cobalt agrees that it will cause the Stock to constitute at all times not less than all of the total number of shares of each class of capital stock then outstanding (including treasury shares) of Compcare, and will not consent to or approve the issuance of and will cause Compcare not to issue any additional shares of any class of capital stock of Compcare, any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares; or any subscription agreements, warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares.
Sample 1

Related to NO ADDITIONAL STOCK

  • No Additional Rights Nothing in this Agreement shall be construed to confer any rights upon COMPANY by implication, estoppel, or otherwise as to any technology or patent rights of M.I.T. or any other entity other than the PATENT RIGHTS, regardless of whether such technology or patent rights shall be dominant or subordinate to any PATENT RIGHTS.

  • Adjustments for Dividends in Stock or Other Securities or Property If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of such class of security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the class of security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during said period, giving effect to all adjustments called for during such period by the provisions of this Section 4.

  • No Additional Warranty Nothing in this Article XII shall be construed or deemed to (i) expand or otherwise alter any warranty or disclaimer thereof provided under Section 3.3 or any other provision of this Agreement with respect to, among other matters, the title, value, collectibility, genuineness, enforceability or condition of any (x) Asset, or (y) asset of the Failed Bank purchased by the Assuming Bank subsequent to the execution of this Agreement by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank, or (ii) create any warranty not expressly provided under this Agreement with respect thereto.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

  • Fractional Shares No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

  • No Additional Consideration For the avoidance of doubt, the transfer or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

  • No Additional Warranties EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

  • Adjustments; Additional Shares, Securities or Assets In the event that at any time, as a result of an adjustment made pursuant to this Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or other securities or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 5.

  • Issuance of Additional Shares (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.

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