Required Issuances Sample Clauses

Required Issuances. The Company shall issue such additional New Crumbs Class B Exchangeable Units or other Equity Securities to the Legacy Members and/or such other Persons as required by the Business Combination Agreement and/or to the Legacy Members or such other Persons as required by the Exchange Agreement and/or this Section 3.2 and Section 3.4 of this Agreement (each such issuance a “Required Class B Issuance”). In addition, the Company shall issue such additional New Crumbs Class A Voting Units to the Class A Holder as required pursuant to Section 3.4(b) and/or the Exchange Agreement (each such issuance a “Required Class A Issuance” and together with the Required Class B Issuances, the “Required Issuances”).
Sample 1Sample 2
AutoNDA by SimpleDocs
Required Issuances. During the period (i) from July 1, 2018 through and including June 30, 2019, receive at least $30,000,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower and (ii) from July 1, 2019 through and including June 30, 2020, receive at least $25,000,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower; provided, that, (x) until clause (a)(i) has been satisfied by the Loan Parties, the Loan Parties shall receive (A) at least $15,000,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower during the period from July 1, 2018 through and including December 31, 2018 and (B) at least $15,000,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower during the period from January 1, 2019 through and including June 30, 2019 and (y) until clause (a)(ii) has been satisfied, the Loan Parties shall receive (A) at least $12,500,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower during the period from July 1, 2019 through and including December 31, 2019 and (B) at least $12,500,000 in cash and Cash Equivalents from the issuance of Qualified Equity Interests (other than in connection with any Specified Cure Contribution) of the Borrower during the period from January 1, 2020 through and including June 30, 2020; provided, however, that, if the Borrower completes a Qualifying IPO on or before December 31, 2018 that results in the Borrower receiving at least $57,500,0000 in cash and Cash Equivalents, all requirements of this clause (a) shall be deemed satisfied on and as of such date of receipt.
Sample 1Sample 2
Required Issuances. As contemplated by, and consistent with, the Exchange Agreement, at all times the Company shall have issued and outstanding the same number of Appleton Class A Voting Units as the number of shares of Common Stock that are issued and outstanding. In addition, the Company shall issue such Appleton Class A Voting Units to the Class A Holder as required pursuant to the Equity Purchase Agreement, the Cross Purchase Agreement, Section 3.4(b) and/or the Exchange Agreement, including, without limitation, the issuance of additional Appleton Class A Voting Units upon the issuance of Common Stock in connection with the exercise of warrants to purchase Common Stock and shall otherwise issue Appleton Class A Voting Units to the Class A Holder to the extent necessary so that at all times the Class A Holder shall hold a number of Appleton Class A Voting Units in an amount equal to the shares of Common Stock that are issued and outstanding (each such issuance a “Required Class A Issuance” or “Required Issuances”).
Sample 1Sample 2

Related to Required Issuances

  • VALID ISSUANCES The Securities 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 non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due xxxx or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • 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).

  • 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 Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Valid Issuance; Taxes All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for shares of Common Stock in any name other than that of the Registered Holder of this Warrant, and in such case the Company shall not be required to issue or deliver any stock certificate or security until such tax or other charge has been paid, or it has been established to the Company's reasonable satisfaction that no tax or other charge is due.

  • Exempt Issuance Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of an Exempt Issuance.

  • Issuances The Shares to be issued hereunder will be validly issued, fully paid and nonassessable.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!