PARTICIPATION IN THE PROGRAM AND ISSUANCE OF THE SHARES Sample Clauses

PARTICIPATION IN THE PROGRAM AND ISSUANCE OF THE SHARES. 1.1. On [DATE] the Founders and the Company signed a MOU in which SBC, the Founders and the Company confirmed their mutual understanding on the possible participation by the Company in the Program. By e-mail of [DATE] SBC granted the Company the right to participate in the Program and the Company accepted by e-mail of [DATE] the right to participate in the Program. 1.2. The Company hereby agrees to issue as many shares to SBC and to SBC Global, in order for SBC to own 7% and for SBC Global to own 1 %, each of the fully diluted share capital of the Company at the execution of this Agreement (the "Shares"). SBC and SBC Global each hereby agree to accept these Shares. The Shares shall enjoy the same rights as any and all shares directly or indirectly owned by the Founders in the share capital of the Company Pursuant to article 1.2 SBC and SBC Global will hold 8% of the shares in your Company in exchange for you and your Company to participate in the Program. We 'accelerate' your business by providing intensive mentoring, office space, international PR, legal and tax advice, sponsor deals and a capital injection of EUR 15,000. Therefore, by teaming up with SBC the value of your Company will increase significantly. It is of course possible you would get there on your own, but not with the speed and accuracy that SBC can provide. Getting into the Program of SBC means you matter. Investors, the media, and even potential clients will pay more attention to you because of the SBC’s vote of confidence. 1.3. The Founders shall procure that the Company shall undertake all actions - at its own costs - required to effect the issuance of the Shares to SBC and SBC Global, immediately upon the execution of this Agreement, including but not limited to the execution of the deed of issuance of shares before a civil law notary employed with the firm Xxxxx van de Ven Notariskantoor B.V. (the “Deed of Issuance”) and the execution by Holding Founder A, Holding Founder B and Holding Founder C of a shareholders resolution in which they waive their pre-emption rights with respect to the shares to be issued to SBC and SBC Global. If the Company is not a Dutch B.V., the Founders warrant to SBC and procure the Company to provide SBC with sufficient proof, evidencing the legally valid issuance of the Shares to SBC and SBC Global within 10 days upon execution of this Agreement. Such evidence consists of at least (i) a share certificate, (ii) a legal opinion of the Company’s local attorney...
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PARTICIPATION IN THE PROGRAM AND ISSUANCE OF THE SHARES. 1.1. SBC hereby grants the Company the right to participate in the Program and the Company accepts the right to participate in the Program. 1.2. The Founder and the Company shall issue as many shares to SBC in order for SBC to hold 8% of all the shares in the share capital of the Company (the "Shares"). SBC hereby agree to accept these Shares. The Shares shall enjoy the same rights as shares directly or indirectly owned by the Founder. 1.3. The Founder and the Company are obliged to undertake all actions - at their own costs - required to effect the issuance of the Shares to SBC immediately after the signing of this Agreement, including but not limited the adoption of the any required shareholder and director resolutions, the waiver of any pre-emption or other rights that may apply to the existing shareholders of the Company and execution of any formalities required for the valid issuance of the shares to be issued to SBC. The Founder will deliver to SBC at the Company’s cost sufficient proof evidencing the actual issuance of the shares to SBC at the reasonable request of SBC. Such evidence may consists of at least i) a share certificate or an equivalent document that accredits title over the Shares, ii) a legal opinion of your local attorney and iii) a certified copy of the updated shareholders register. 1.4. SBC shall have the discretionary right, to require the Company to leave the Program at any time for a good reason. The Company shall be present on Demo Days in February 2016 ("Demo Day") but SBC has a discretionary right to deny the Company to be present if SBC takes the discretionary view that the Company cannot deliver the quality required although never happened before in our program.
Sample 1
PARTICIPATION IN THE PROGRAM AND ISSUANCE OF THE SHARES. On [DATE] the Founders and the Company signed a MOU in which SBC, the Founders and the Company confirmed their mutual understanding on the possible participation by the Company in the Program. By e-mail of [DATE] SBC granted the Company the right to participate in the Program and the Company accepted by e-mail of [DATE] the right to participate in the Program. Company at the execution of this Agreement (the "Shares​")​. SBC and SBC Global each hereby agree to accept these Shares. The Shares shall enjoy the same rights as any and all shares directly or indirectly owned by the Founders in the share capital of the Company Pursuant to article 1.2 SBC and SBC Global will hold 8% of the shares in your Company in exchange for you and your Company to participate in the Program. We 'accelerate' your business by providing intensive mentoring, office space, international PR, legal and tax advice, sponsor deals and a capital injection of EUR 15,000. Therefore, by teaming up with SBC the value of your Company will increase significantly. It is of course possible you would get there on your own, but not with the speed and accuracy that SBC can provide. Getting into the Program of SBC means you matter. Investors, the media, and even potential clients will pay more attention to you because of the SBC’s vote of confidence.​
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PARTICIPATION IN THE PROGRAM AND ISSUANCE OF THE SHARES. 1.1. STRS hereby grants the Company the right to participate in the Program and the Company accepts the right to participate in the Program. 1.2. The Founder and the Company shall issue as many shares to STRS in order for STRS to hold 8% of all the outstanding shares in the share capital of the Company (the "Shares"). STRS hereby agrees to accept these Shares. The Shares shall enjoy the same rights as shares directly or indirectly owned by the Founder. 1.3. Founders and the Company will perform all actions required to effect the issuance of the Shares to STRS after the signing of this Agreement, including but not limited the adoption of the any required shareholder and director resolutions, the waiver of any pre- emption or other rights that may apply to the existing shareholders of the Company and execution of any formalities required for the valid issuance of the shares to be issued to STRS. STRS will receive (i) a share certificate that accredits title over the Shares, and ii) a certified copy of the updated shareholders register. 1.4. STRS shall have the discretionary right, to require the Company to leave the Program at any time. The Company shall be present on Demo Days in December 8, 2015 ("Demo Day") but STRS has a discretionary right to deny the Company to be present if STRS takes the discretionary view that the Company cannot deliver the quality required.
Sample 1

Related to PARTICIPATION IN THE PROGRAM AND ISSUANCE OF THE SHARES

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Valid Issuance of the Units The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • COOPERATIVE PURCHASING PROGRAM PARTICIPATION Arkansas' Purchasing Law provides that local public procurement units (counties, municipalities, school districts, certain nonprofit corporations, etc.) may participate in state purchasing contracts. The contractor therefore agrees to sell to Cooperative Purchasing Program participants at the option of the program participants. Unless otherwise stated, all standard and special terms and conditions listed within the contract must be equally applied to such participants.

  • PARTICIPATION IN SIMILAR ACTIVITIES This agreement in no way restricts the U.S. Forest Service or from participating in similar activities with other public or private agencies, organizations, and individuals.

  • Participation in Future Financing (a) From the date hereof until the date that is the 24-month anniversary of the last Closing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness, assignment, or a combination of units hereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from the Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by the Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12.

  • Issuance of Letters of Credit and Purchase of Participations Therein (a) Letters of Credit. Company may request, in accordance with the provisions of this Section 2.5(a), from time to time on or prior to the 10th day prior to the Revolving Commitment Termination Date, that a Revolving Lender issue one or more Letters of Credit denominated in either Approved Currency for the account of Company for the purposes specified in Section 2.7. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any Revolving Lender may, but (except as provided in Section 2.5(c) in respect of Issuing Bank) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this Section 2.5(a); provided that Company shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed the Letter of Credit Sublimit; (ii) any Letter of Credit having an expiration date later than the earlier of (x) 5 days prior to the Revolving Commitment Termination Date and (y) the date which is one year from the date of issuance of such Letter of Credit, provided that the immediately preceding clause (y) shall not prevent any Issuing Lender from agreeing that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; provided, further, that such Issuing Lender shall not extend such Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (which has not been waived in accordance with Section 10.5) at the time such Issuing Lender must elect whether or not to allow such extension; or (iii) any Letter of Credit issued for the purpose of supporting indebtedness for borrowed money. The Existing Letters of Credit shall be deemed to have been issued pursuant to the terms of this Section 2.5, shall be participated in by the Lenders as set forth in Section 2.5(f), and shall be subject to all other terms of this Agreement applicable to Letters of Credit. This Agreement shall constitute all of the terms and conditions with respect to the Existing Letters of Credit and supersedes any and all prior agreements, oral or written (other than the Existing Letters of Credit themselves and the related applications, each of which shall remain in full force and effect), between the Issuing Lender and the Credit Parties with respect to the Existing Letters of Credit.

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