NYSE Share Cap Sample Clauses

NYSE Share Cap. Prior to such time as the Company Stockholder Approval shall have been obtained, the Company shall not be obligated to issue (and shall not issue) (x) upon conversion of Series A Notes, (y) upon the exercise of Warrants issued in respect of Series A Notes pursuant to Section 2.14 of this Indenture or (z) otherwise in respect of any exchange of the 2024 Notes effected after the Closing Date to the extent permitted by Section 14.02(n) (excluding, for the avoidance of doubt, any issuances pursuant to the preceding clauses (x) and (y)) an aggregate of more than the sum of (I) [·]2 shares of Common Stock (subject to appropriate adjustment for any Stock Event) (the “NYSE Share Cap”) and (II) the number of shares of Common Stock that were issuable or reserved for issuance in respect of any 2024 Notes exchanged for shares of Common Stock or Series A Notes after the Closing Date (subject to appropriate adjustment for any Stock Event). For the avoidance of doubt, any Conversion Notice delivered in respect of any Series A Note prior to the Conversion Limitation Termination Date that would on its face require the issuance of Conversion Shares in excess of the Remaining NYSE Share Cap Amount as of the date such Conversion Notice is delivered shall be effective with respect the Conversion Shares not in excess of such Remaining NYSE Share Cap Amount and void and of no force or effect with respect to the Conversion Shares in excess of such Remaining NYSE Share Cap Amount. Neither the Trustee nor the Conversion Agent shall have any obligation to determine whether any conversion would require the issuance of Conversion Shares in excess of the Remaining NYSE Share Cap Amount.
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Related to NYSE Share Cap

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Common Shares 4 Company...................................................................................... 4

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.