Options, Reserved Shares Sample Clauses

Options, Reserved Shares. Immediately prior to the Closing, the Company has reserved 29,128,936 Ordinary Shares for the issuance to employees pursuant to the employee stock option plans of the Company (the “ESOP”) and no options exercisable for any of such Ordinary Shares under the ESOP have been issued. Furthermore, the Company has reserved: (i) 3,592,469 Ordinary Shares for issuance upon the conversion of Series A-1 Preferred Shares; (ii) 11,920,990 Ordinary Shares for issuance upon the conversion of Series A-2 Preferred Shares; (iii) 10,579,436 Ordinary Shares for issuance upon the conversion of Series B-1 Preferred Shares; (iv) 1,389,064 Ordinary Shares for issuance upon the conversion of Series B-2 Preferred Shares; (v) 7,298,927 Ordinary Shares for issuance upon the conversion of Series B-3 Preferred Shares; (vi) 14,620,739 Ordinary Shares for issuance upon the conversion of Series B-4 Preferred Shares; (vii) 2,821,509 Ordinary Shares for issuance upon the conversion of Series C-1 Preferred Shares; (viii) 11,913,039 Ordinary Shares for issuance upon the conversion of Series C-2 Preferred Shares; and (ix) 12,080,213 Ordinary Shares for issuance upon the conversion of Series C-3 Preferred Shares (the “Series C-3 Conversion Shares”). Except for (i) the conversion privileges of the Preferred Shares, (ii) the ESOP, and (iii) the preemptive rights provided in the Sixth Amended and Restated Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit D (the “Shareholders Agreement”), there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this Section 3.2(c), no shares of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).
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Options, Reserved Shares. The Company has reserved enough Ordinary Shares (the “Conversion Shares”) for issuance upon the conversion of Purchased Shares. Except for (i) the conversion privileges of the Series Seed Preferred Shares, Series A Preferred Shares and Series B Preferred Shares, (ii) the preemptive rights provided in the Third Amended and Restated Shareholders Agreement to be entered into at the Closing in the form attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) up to 5,861,480 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees and advisors of the Group Companies pursuant to the employee and advisor stock option plan (the “ESOP”) approved by the board of directors of the Company (the “Board”), and (iv) as contemplated hereby and by the Restated Articles, there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this Section 3.02(c) and the Shareholders Agreement, the Company is not a party to any contract that would subject the shares (including the Purchased Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other Person (as defined below)).
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Options, Reserved Shares. The Company has authorized sufficient Ordinary Shares for issuance upon conversion of the Series A Preferred Shares and sufficient Series A Preferred Shares for issuance upon exercise of the Warrants. Except for (1) the conversion privileges of the Series A Preferred Shares, (2) the Warrants to be granted to the Investor as of the Closing, and (3) the participation rights and other similar rights provided in the Ancillary Agreements, there are no options, warrants, reserved shares, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company before the Closing. Apart from the exceptions noted in this Section 3.4 and the Ancillary Agreements, no shares of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any participation rights, rights of first refusal or other rights to purchase such shares.
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Options, Reserved Shares. The Company has reserved 3,592,469 Ordinary Shares for issuance upon the conversion of Series A-1 Preferred Shares, 11,920,990 Ordinary Shares for issuance upon the conversion of Series A-2 Preferred Shares, 10,579,436 Ordinary Shares for issuance upon the conversion of Series B-1 Preferred Shares, 1,389,064 Ordinary Shares for issuance upon the conversion of Series B-2 Preferred Shares, 7,298,927 Ordinary Shares for issuance upon the conversion of Series B-3 Preferred Shares and 14,620,739 Ordinary Shares for issuance upon the conversion of Series B-4
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Options, Reserved Shares. The Company has reserved enough Ordinary Shares for issuance upon the conversion of Preferred Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) the 33,961,500 Ordinary Shares reserved for issuance to employees pursuant to the Company’s employee share option plans (the “ESOP”) to be approved by the board of directors of the Company (the “Board of Directors”), and (iii) the preemptive rights provided in the Shareholders Agreement, there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of any Group Company. Apart from the exceptions noted in this Section 3.02(c), the Shareholders Agreement and Control Documents (as defined in the Section 6.10 below), no shares (including the Purchased Shares and Conversion Shares) of any Group Company’s outstanding share capital, registered capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by any Group Company, are subject to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of any Group Company or any other person).
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Options, Reserved Shares. The Company has reserved enough Ordinary Shares for issuance upon the conversion of Series A Preferred Shares. Except for the conversion privileges of the Series A Preferred Shares and the ESOP adopted by the Company (as defined below), there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company.
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Options, Reserved Shares. The Company has authorized sufficient Ordinary Shares for issuance upon conversion of the Series A Preferred Shares. Except for (i) the conversion privileges of the Series A Preferred Shares and as contemplated hereby, and (ii) Options that may be granted under the Original ESOP, there are no options, warrants, reserved shares, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company before the Closing. Apart from the exceptions noted in this Section 3.4 and the Ancillary Agreements, no shares of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any participation rights, rights of first refusal or other rights to purchase such shares.
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Related to Options, Reserved Shares

  • Reserved Shares The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be decided by the mutual agreement, from time to time, of the Dealer Manager and the Company. The Dealer Manager reserves the right to notify Soliciting Dealer by United States mail or by other means of the number of Shares reserved for sale by Soliciting Dealer, if any. Such Shares will be reserved for sale by Soliciting Dealer until the time specified in the Dealer Manager’s notification to Soliciting Dealer. Sales of any reserved Shares after the time specified in the notification to Soliciting Dealer or any requests for additional Shares will be subject to rejection in whole or in part.

  • Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

  • Share Reserve The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

  • Shares Reserved The Company shall at all times during the option period reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement.

  • Shares The term “

  • Authorized Shares The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

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

  • Shares to be Fully Paid; Reservation of Shares The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles of Incorporation.

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