No Further Issuance Sample Clauses

No Further Issuance. Except for the issuance or payment of Class B Common Stock pursuant to and in accordance with Section 2.3(b) of Article 2, this corporation shall not issue any additional shares of Class B Common Stock, unless such issuance is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately as a separate voting group.
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No Further Issuance. Except for the issuance of shares of Class B Common Stock issuable to TS or the Founder at the Effective Time, a dividend payable in accordance with Section 4 of Article Fourth, or a reclassification, subdivision or combination in accordance with Section 6 of Article Fourth, the Corporation shall not at any time after the Effective Time issue any additional shares of Class B Common Stock.
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No Further Issuance. From the date hereof until the Effective Time or other termination of this Agreement in accordance with its terms, there shall be no changes to the number of shares or class of shares of Parent Common Stock or Parent Series A Preferred Stock by reason of any reclassification, recapitalization, split up, combination, exchange of shares or readjustment, nor shall there occur a distribution of warrants or rights or a stock dividend or stock split of Parent Common Stock or Parent Series A Preferred Stock nor shall any additional shares of Parent Common Stock or Parent Series A Preferred Stock or securities exercisable for or convertible into Parent Common Stock or Parent Series A Preferred Stock be authorized for issuance or issued except as set forth in this Agreement. Subject to Parent raising $7,500,000, in order for it to satisfy the capital obligations provided for herein, pursuant to the terms agreed upon with Company, upon issuance of the Merger Consideration, there will be outstanding Parent Common Stock (including shares of Parent Common Stock issuable upon the conversion or exercise of any outstanding notes, warrants, or other securities of the Parent) representing 40.7% of the issued and outstanding shares of Parent Common Stock on a fully diluted basis and holders of the Company's Common Stock and/or Convertible Securities, assuming no Dissenting Shares, will hold shares of Parent Common Stock representing 59.3% of the issued and outstanding shares of Parent Common Stock on a fully diluted basis.
Sample 1
No Further Issuance. 51 6.22 Undertakings ................................................. 51 6.23
Sample 1
No Further Issuance. From the date hereof until the Effective Time or other termination of this Agreement in accordance with its terms, there shall be no changes to the number of shares or class of shares of Parent Common Stock or Parent Series A Preferred Stock by reason of any reclassification, recapitalization, split up, combination, exchange of shares or readjustment, nor shall there occur a distribution of warrants or rights or a stock dividend or stock split of Parent Common Stock or Parent Series A Preferred Stock nor shall any additional shares of Parent Common Stock or Parent Series A Preferred Stock or securities exercisable for or convertible into Parent Common Stock or Parent Series A Preferred Stock be authorized for issuance or issued except as set forth in this Agreement. Subject to Parent raising $5,000,000, in order for it to satisfy the capital obligations provided for herein, pursuant to the terms agreed upon with Company, upon issuance of the Merger Consideration, there will be outstanding Parent Common Stock (including shares of Parent Common Stock issuable upon the conversion of the Parent Series A Preferred Stock or upon the conversion or exercise of any other outstanding notes, warrants, or other securities of the Parent) representing 29% of the issued and outstanding shares of Parent Common Stock on a fully diluted basis and holders of the Company's Common Stock and/or Convertible Securities will hold shares of Parent Common Stock or Parent Series A Preferred Stock convertible into Parent Common Stock representing 71% of the issued and outstanding shares of Parent Common Stock on a fully diluted basis. If Parent raises the full $10,000,000 agreed to with Company upon issuance of the Merger Consideration, there will be outstanding Parent Common Stock (including shares of Parent Common Stock issuable upon the conversion of the Parent Series A Preferred Stock or upon the conversion or exercise of any other outstanding notes, warrants, or other securities of the Parent) representing 40.4% of the issued and outstanding shares of Parent Common Stock on a fully diluted basis and holders of the Company's Common Stock and/or Convertible Securities will hold shares of Parent Common Stock or Parent Series A Preferred Stock convertible into Parent Common Stock representing 59.6% of the issued and outstanding shares of Parent Common Stock on a fully diluted basis. Where funds are raised between $5,000,000 and $10,000,000, the percentages will be appropriately appor...
Sample 1

Related to No Further Issuance

  • No Further Rights After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

  • No Further Amendment Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement.

  • No Further Changes 2.1 Other than the specific amendment agreed upon herein, all other terms of the Employment Agreement shall remain unchanged, shall be in full force and effect, and shall govern this Amendment.

  • No Further Amendments Except as previously amended in writing or as amended hereby, the Original Credit Agreement shall remain unchanged and all provisions shall remain fully effective between the parties.

  • No Further Ownership Rights All Merger Consideration paid upon the surrender for exchange of the Certificates representing Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares and, after the Effective Time, there shall be no further registration of transfers on the transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II, subject to applicable Law in the case of Appraisal Shares.

  • No Further Modification Except as set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect.

  • No Further Claims (a) The parties bound by this agreement acknowledge that this Agreement settles all claims in relation to the terms and conditions of employment of the employees to whom it applies and agree that they will not pursue any extra claims during the term of this Agreement. (b) Subject to an employer meeting its obligations to consult arising under this Agreement or a contract of employment, it is not the intent of this provision to inhibit, limit or restrict an employer’s right or ability to introduce change at the workplace.

  • No Further Obligations Except as expressly provided above or as otherwise required by law, the Company will have no obligations to Employee in the event of the termination of this Agreement for any reason.

  • No Further Transfers At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Common Stock that were outstanding immediately before the Effective Time.

  • No Further Modifications Except as modified herein, all of the terms and conditions of the Credit Agreement, as modified hereby shall remain in full force and effect and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement in all respects.

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