Reduction of Shares Sample Clauses

Reduction of Shares. Except as prohibited by the Act, the Company by action of the Board of Managers may from time to time agree to repurchase the LLC Shares of a Member for fair value.
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Reduction of Shares. The undersigned agrees that the Placement Agent or the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any number of shares that in the aggregate does not exceed the number of shares hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement, including in each case the undersigned's signature page thereto, to effect any of the foregoing provisions of this Section.
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Reduction of Shares. Purchaser acknowledges and agrees that, if at any time the foregoing covenants and representations would not be accurate with respect to any, or all, of the Series C Shares, Series E Shares, Series F Shares, or EPR's Common Shares, the maximum number of such Shares that the Invesco Group could own on behalf of certain client accounts would be automatically reduced (without the requirement for any action by EPR) to the number of such Shares that would cause the covenants in the preceding Sections 2.1 and 2.2 to be accurate, and EPR shall be entitled to pursue any other remedies available at law or equity.
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Reduction of Shares. Founders, officers, directors and affiliates, of ICI ("ICI Insiders") and founders, officers, directors and affiliates of HII ("HII Insiders") shall receive shares of common stock of Newco reduced by the amount of shares as set forth within this Section. The list of ICI Insiders and HII Insiders and the amount of shares subject to the terms and provisions of this Section are set forth in Exhibit A hereto.
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Reduction of Shares. In the event that certain Convertible Promissory Note issued by the Company, dated as of April 16, 2019, in the principal amount of $1,000,000, does not convert into shares of the Company’s Series AA Preferred Stock, whether due to repayment or cancellation of such note or otherwise, the number of Shares that this warrant is exercisable for shall be reduced accordingly. In no event shall this warrant be exercisable for more thatn18,687,605 shares of Common Stock.
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Reduction of Shares. Purchaser acknowledges and agrees that, if at any time the foregoing covenants and representations would not be accurate with respect to any, or all, of the Series G Preferred Shares and EPR’s Series E Preferred Shares, Series F Preferred Shares and EPR’s Common Shares, the maximum number of such Shares that Purchaser, including certain funds and client accounts, could own would be automatically reduced (without the requirement for any action by EPR) to the number of such Shares that would cause the covenants and representations in the preceding Sections 2.1 and 2.2 to be accurate, and EPR shall be entitled to pursue any other remedies available at law or equity. EPR, in its sole discretion, may allocate the reduction in the maximum number of Series E Preferred Shares, Series F Preferred Shares and Series G Preferred Shares among such classes of preferred shares.
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Reduction of Shares. The Proposed Transferor shall use commercially reasonable efforts to have included in the proposed Tag-Along Sale the entire number of Shares which MCEL requested to have included in the Tag-Along Sale. In the event that the Proposed Purchaser is unwilling to purchase any or all of the Shares requested to be included in the Tag-Along Sale, then the number of Shares to be sold to such Proposed Purchaser shall be allocated among the Proposed Transferor and MCEL in proportion, as nearly as practicable, to the respective number of Shares which each such selling Stockholder proposes to sell in the Tag-Along Sale.
Sample 1
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Reduction of Shares. The Initiating Tag-Along Sellers shall attempt to obtain the inclusion in the Tag-Along Sale of the entire number of Shares which the Tag-Along Sellers desire to have included in the Tag-Along Sale (as evidenced in the case of each Initiating Tag-Along Seller by the Tag-Along Initiation Notice and in the case of each Participating Tag-Along Seller by its Tag-Along Participation Notice). If the Initiating Tag-Along Sellers shall be unable to obtain the inclusion of such entire number of Shares in the Tag-Along Sale, then the number of Shares to be sold by each Tag-Along Seller in the Tag-Along Sale shall equal the quotient of: (a) the number of Shares which such Tag-Along Seller desires to have included in the Tag-Along Sale (as evidenced in the case of each Initiating Tag-Along Seller by the Tag-Along Initiation Notice and in the case of each Participating Tag-Along Seller by its Tag-Along Participation Notice); divided by (b) the total number of Shares which the Tag-Along Sellers desire to have included in the Tag-Along Sale (as evidenced in the case of each Initiating Tag-Along Seller by the Tag-Along Initiation Notice and in the case of each Participating Tag-Along Seller by its Tag-Along Participation Notice).
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Reduction of Shares. 24.1 A Party wishing to reduce its Shares of Contributions may do so at any time by providing two years written notice to the other Parties. It is the intent of the Parties that no reduction will be made before 31 December 2024. The reducing Party shall continue to be fully bound by its obligations under this Agreement, in particular to fully pay its contributions, until the date the reduction takes effect, subject to Article 13.1. 24.2 The date on which the reduction takes effect may be brought forward if the reducing Party is able to find a replacement partner acceptable to the other Parties. The date of replacement shall be determined by the other Parties in consultation with the reducing Party and, if appropriate, the replacement partner or partners. 24.3 The reduction of its Shares of Contributions shall have no effect on the ownership of property of the reducing Party who shall not remove any of its Assets from the XXXX Project without the prior written agreement of all Parties. 24.4 In case of a reduction of the Shares of Contributions, the share of Observing Time of the reducing Party shall be reduced accordingly.
Sample 1

Related to Reduction of Shares

  • Distribution of Shares (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated with notices, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operations.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

  • Combination of Shares If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

  • VALUATION OF SHARES The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Trust’s Declaration of Trust and the Acquiring Fund’s then current prospectus and statement of additional information.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Cancellation of Shares If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  • Reservation of Shares The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise of the Warrants and Placement Warrants outstanding from time to time.

  • Redemption of Shares PNC shall process requests to redeem Shares as follows: (i) All requests to transfer or redeem Shares and payment therefor shall be made in accordance with the Fund’s prospectus, when the shareholder tenders Shares in proper form, accompanied by such documents as PNC reasonably may deem necessary. (ii) PNC reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the instructions is valid and genuine and that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal to process transfers or redemptions that PNC, in its judgment, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or redemption. (iii) When Shares are redeemed, PNC shall deliver to the Fund’s custodian (the “Custodian”) and the Fund or its designee a notification setting forth the number of Shares redeemed. Such redeemed Shares shall be reflected on appropriate accounts maintained by PNC reflecting outstanding Shares of the Fund and Shares attributed to individual accounts. (iv) PNC shall, upon receipt of the monies provided to it by the Custodian for the redemption of Shares, pay such monies as are received from the Custodian, all in accordance with the procedures established from time to time between PNC and the Fund. (v) When a broker-dealer notifies PNC of a redemption desired by a customer, and the Custodian provides PNC with funds, PNC shall prepare and send the redemption proceeds to the broker-dealer on behalf of its customer, unless otherwise instructed in writing by the broker-dealer. (vi) PNC shall not process or effect any redemption requests with respect to Shares of the Fund after receipt by PNC or its agent of notification of the suspension of the determination of the net asset value of the Fund.

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