Remaining Shares Clause Samples
The 'Remaining Shares' clause defines the treatment and handling of shares that have not yet been sold, transferred, or otherwise disposed of under an agreement. Typically, this clause outlines the rights and obligations of the parties regarding these unsold shares, such as who may purchase them, under what conditions, and at what price. For example, it may specify that if certain shareholders do not exercise their purchase rights, the remaining shares can be offered to other parties or retained by the company. The core function of this clause is to provide a clear process for dealing with unsold shares, thereby preventing disputes and ensuring an orderly transfer or retention of ownership interests.
Remaining Shares. (a) For a period of three months following the Second Tranche Pricing Date, the Shareholder Parties will not Transfer any Subject Shares, any Preferred Shares or any securities convertible into, or exercisable or exchangeable for Subject Shares or Preferred Shares; provided that such prohibition shall not (x) prevent (A) the filing of a Registration Statement pursuant to an exercise of the Shareholder Parties’ rights under Section 4.1 or 4.3 or (B) the participation in a Piggyback Registration pursuant to an exercise of the Shareholder Parties’ rights under Section 4.2 or (y) apply to Transfers (i) to Permitted Transferees, (ii) pursuant to a bona fide third party tender offer or exchange offer or (iii) pursuant to any merger or other similar business combination transaction effected by the Company.
(b) On or after the date that is three months after the Second Tranche Pricing Date, the Shareholder Parties may sell, transfer or otherwise divest all of the Subject Shares and the Preferred Shares that they Beneficially Own, at any time and from time to time, in any manner not prohibited by this Agreement; provided, that the Shareholder Parties shall not sell, transfer or otherwise divest Subject Shares and/or Preferred Shares comprising and/or convertible into a number of Common Shares greater than the Subsequent Tranche Maximum in a single transaction or offering or series of related transactions or offerings, unless the Company consents in writing to a greater amount (which consent may be withheld by the Company in its sole discretion).
(c) By no later than the third anniversary of the Closing Date (the “Final Sell-Down Date”), the Shareholder Parties will sell, transfer or otherwise divest all of the Subject Shares and the Preferred Shares that they Beneficially Own; provided that the Final Sell-Down Date will be extended by 60 calendar days if a Market Disruption Event has occurred and is continuing within 10 trading days of the original Sell-Down Date.
Remaining Shares. The Stockholder acknowledges and agrees that (a) the Shares constitute vested shares not subject to the Company’s right of repurchase set forth in the Prior Agreement and (b) that all shares of Common Stock that were issued to the Stockholder pursuant to the Prior Agreement other than the Shares sold to the Company hereunder shall remain subject to the terms and conditions of the Prior Agreement.
Remaining Shares. Section 8.3(d)........................................46
Remaining Shares. Remaining Shares" shall have the meaning set forth in Section 1.2(c) of the Agreement.
Remaining Shares. If, within 20 days after receipt by the other Stockholders of the Outside Offer from the Selling Stockholder, the other Stockholders do not elect to purchase all of such Restricted Shares, then the Selling Stockholder may Transfer any remaining Restricted Shares in accordance with the terms of the Outside Offer during the 60-day period immediately following the 20-day notice period referred to above in Section 2.1.3, subject, however, to the co-sale rights provided in Section 3 in favor of each Investor who has notified the Selling Stockholder in writing within such 20-day notice period of its interest in exercising its co-sale rights with respect to any such sale. If such shares are not so purchased during such 60-day period, they shall again become subject to this Section 2.1.
Remaining Shares. If the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, FSEP IV and the ---------------- Other Stockholders do not timely deliver the written notice(s) contemplated by Section 5.1, or if such written notice(s) indicates that the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, FSEP IV or the Other Stockholders committed to purchase less than 100% of the Offered Shares, then the maximum number of Offered Shares which the Offering Stockholder will be entitled to sell pursuant to the terms of the Offering Notice shall be equal to the difference between the total number of Offered Shares, less the total number of Offered Shares which the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, FSEP IV and/or the Other Stockholders elected to purchase (the "REMAINING SHARES").
Remaining Shares. The Parties agree that the remaining 4% of the common shares of Sollen Guatemala shall be reserved for any future contributors to Sollen Guatemala and will be issued at the will of the Board of Directors, with such Board of Directors being composed of members as set out herein.
Remaining Shares. If the Company does not elect to purchase all of the Offered Shares within the fifteen (15) day period specified above, the Participant shall promptly give written notice to the Non-Selling Investors setting forth the number of Offered Shares not purchased by the Company (the “Remaining Shares”). The Remaining Shares shall be allocated among the Non-Selling Investors who have exercised the Right of First Refusal (the “Participating Investors”) as follows: There shall be allocated to each Participating Investor a number of Remaining Shares equal to the lesser of (A) the number of Remaining Shares which such Participating Investor has elected to purchase and (B) a portion (the “Refusal Right Pro Rata Share”) of the Remaining Shares equal to the product of the Remaining Shares times a fraction, of which (i) the numerator is the number of shares of Common Stock owned and/or issued and issuable upon conversion of the shares of Series Preferred Stock owned by such Participating Investor and (ii) the denominator is the total number of shares of Common Stock owned and/or issued and issuable upon conversion of the shares of Series Preferred Stock owned by all of the Participating Investors. The balance of the Remaining Shares which such Participating Investors have elected to purchase shall be allocated to the Participating Investors who have elected to purchase more than their Refusal Right Pro Rata Share of the Remaining Shares pro rata based on the number of Remaining Shares which each such Participating Investor has elected to purchase in excess of such Participating Investor’s Refusal Right Pro Rata Share of the Remaining Shares.
Remaining Shares. In the event that either (i) the IRS requires, as a condition to the issuance of the Ruling, that GM distribute all or any of the Remaining Shares (as defined below) in the Spin-Off to the holders of the GM $1-2/3 Common Stock or (ii) in connection with the Ruling Request, the IRS does not issue a ruling to the effect that GM may retain and subsequently dispose of the Remaining Shares, under conditions acceptable to GM in its sole and absolute discretion, in a manner that will not cause the retention and disposition of the Remaining Shares to be treated as part of a Section 355(e) Plan (as defined below) that includes the GM Transactions and the Merger (a "Remaining Shares Section 355(e) Ruling"), then GM shall distribute in the Spin-Off to the holders of the GM $1-2/3 Common Stock (the "Remaining Shares Distribution")
(A) in the case of clause (i) above, all or the specified portion of the Remaining Shares and (B) in the case of clause (ii) above, such number of the Remaining Shares (up to the number of Remaining Shares then held by GM) as is necessary to allow the condition contained in Section 6.1(h) of the Merger Agreement to be satisfied. If the IRS issues a Remaining Shares Section 355(e) Ruling, then GM may, in its sole and absolute discretion, retain, distribute or otherwise dispose of or deal with the Remaining Shares; provided that GM shall comply with any condition imposed by the IRS, in connection with the Ruling or the Remaining Shares Section 355(e) Ruling, that relates to the Remaining Shares. For the purposes of this Agreement, "Remaining Shares" means those shares of Hughes Class C Common Stock, if any, held by GM immediately p▇▇▇▇ ▇o the Spin-Off Effective Time that (I) will not be distributed by GM to the holders of the GM Class H Common Stock in the Spin-Off and (II) will not be transferred in any GM Debt/Equity Exchange.
Remaining Shares. 27 6.13. Intellectual Property.............................................................. 28 6.14. Governmental Authorities........................................................... 28 6.15. Government Incentive Contract...................................................... 28