Post-Issuance Notice Sample Clauses

Post-Issuance Notice. Notwithstanding the requirements of Section 2.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.1; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable pursuant to this Section 2.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).
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Post-Issuance Notice. Notwithstanding the notice requirements of Sections 5.1.1 and 5.1.2, the Company may proceed with any Issuance prior to having complied with the provisions of Section 5.1; provided that the Company shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 5.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder (not to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 5.1 multiplied by the number of Equivalent Shares included in the Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of ten business days, during which period, each such holder may accept such offer by sending a written acceptance to the Company committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 5.1 multiplied by the number of Equivalent Shares included in such issuance).
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Post-Issuance Notice. Notwithstanding the notice requirements of Sections 6.1.1 and 6.1.2, the Company may proceed with any Issuance prior to having complied with the provisions of Section 6.1; provided, that the Company will: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 6.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) will be set forth; and (b) include in the subscription (or similar) agreement with the purchaser(s) of the Subject Securities and, if applicable, Other Securities, a provision permitting the Company to repurchase such securities in an amount necessary to satisfy the offers made by holders of Shares in accordance the provisions of Section 6.1.2 in response to the Participation Notice furnished pursuant to clause (a) above.
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Post-Issuance Notice. Notwithstanding the advance notice requirements set forth in Section 4.2, if the Board determines that special circumstances warrant, the Company may provide a Preemptive Offer Notice after the issuance of the New Debt or Equity Interests (the “Issuance”), in which case the Company shall ensure that each Preemptive Rights Holder that elects to exercise its Preemptive Rights within the Election Period is offered the right to acquire from the Subject Purchaser (or from the Company, or the issuing Subsidiary of the Company, as applicable, following (if the Company so elects) a corresponding redemption from such Subject Purchaser), promptly following the Issuance, such Preemptive Rights Holder’s Proportionate Percentage of the New Debt or Equity Interests that were issued in the Issuance and otherwise on the terms set forth in Section 4.1, Section 4.2, Section 4.4 and Section 4.5.
Sample 1
Post-Issuance Notice. Notwithstanding the notice requirements of Section 7.2, the Company may proceed with any issuance of New Securities prior to having complied with the provisions of Section 7.2; provided, that the Company shall: (a) provide each Stockholder with (i) prompt notice of such issuance of New Securities and (ii) the Issuance Notice described in Section 7.2, in which the actual price per unit of the New Securities shall be set forth; (b) offer to issue to each Stockholder such number of New Securities of the type issued in the issuance of New Securities as may be requested by such Stockholder (not to exceed the Pro Rata Share such Stockholder would have been entitled to purchase pursuant to Section 7.1 multiplied by the number of New Securities that would have been issued had every Stockholder participated up to its Pro Rata Share) on the same economic terms and conditions with respect to such New Securities as the subscribers in the issuance of New Securities received; and (c) keep such offer open for a period of thirty (30) days, during which period each such Stockholder may accept such offer by sending a written acceptance to the Company committing to purchase an amount of such New Securities (not in any event to exceed the Pro Rata Share that each such Stockholder would have been entitled to pursuant to Section 7.1 multiplied by the number of New Securities that would have been issued had every Stockholder participated up to its Pro Rata Share).
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Post-Issuance Notice. To the extent that any delay that would reasonably be expected to occur as a result of the Company’s compliance with Section 6.1 or Section 6.2 would, in the good faith determination of the Board, materially adversely affect the Company, the Company may proceed with an issuance of New Securities prior to having complied with the provisions of Section 6.1 or Section 6.2; provided that the Company shall: (a) provide to the Investor prompt notice of such issuance and the Participation Right Notice described in Section 6.2 in which the actual price per share of such New Securities shall be set forth; and (b) offer to issue to the Investor such number of New Securities as may be requested by the Investor (not to exceed an amount equal to (i) the number of Participation Right Shares that the Investor would have been entitled to pursuant to Section 6.2 plus (ii) a number of additional securities sufficient to permit the Investor to acquire, in total, the same percentage of the aggregate number of all securities included in the relevant issuances effected pursuant to this Section 6.3 as the Investor would have been entitled to acquire had the Company proceeded with the relevant issuances under Section 6.2 rather than pursuant to this Section 6.3) on the same terms and conditions with respect to such securities as the subscribers in the issuance received as described in the Participation Right Notice; and (c) keep such offer open for a fifteen (15) Business Day period, during which period, the Investor may accept such offer by sending an Acceptance Notice to the Company committing to purchase such New Securities.
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Post-Issuance Notice. 10.5.1. provide to each holder of Company Shares with (i) prompt notice of such issuance and (ii) the Notice of Sale described in Section 6.1 in which the actual price per unit of Offered Securities shall be set forth; and 10.5.2. permit each holder of Company Shares to purchase from the Company what would have been each holder of Company Shares' Proportionate Percentage of such issuance had the Company delivered the Notice of Sale in compliance with Section 6.1, such purchase to be at the same price and subject to the same terms as such issuance.
Sample 1
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Post-Issuance Notice. Notwithstanding the notice requirements of Sections 6.1, the Company may proceed with any issuance prior to having complied with the provisions of Section 6.1; PROVIDED that the Company shall: 10.5.1. provide to each holder of Company Shares with (i) prompt notice of such issuance and (ii) the Notice of Sale described in Section 6.1 in which the actual price per unit of Offered Securities shall be set forth; and 10.5.2. permit each holder of Company Shares to purchase from the Company what would have been each holder of Company Shares' Proportionate Percentage of such issuance had the Company delivered the Notice of Sale in compliance with Section 6.1, such purchase to be at the same price and subject to the same terms as such issuance.
Sample 1
Post-Issuance Notice. Notwithstanding the requirements of Section 5.2(b), the Board of Directors may determine in connection with any issuance of New Securities to defer the issuance of the Preemptive Offer Notices until after the issuance of the New Securities, in which case the Preemptive Offer Notices shall be given promptly after the issuance of the New Securities and the Company shall ensure that each Preemptive Rights Member that elects to exercise its Preemptive Rights within the Preemptive Rights Election Period is offered the right to acquire from the applicable Subject Purchaser (directly or indirectly), no later than ten Business Days following the end of the Preemptive Rights Election Period, such Preemptive Rights Member’s Proportionate Percentage of the New Securities that were issued in such issuance and otherwise on the terms set forth in the other provisions of this Section 5.2.
Sample 1

Related to Post-Issuance Notice

  • 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).

  • Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

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