Sale of Additional Shares Sample Clauses
Sale of Additional Shares. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to the balance of the Series B Preferred Stock authorized but not sold at the Initial Closing and at a price not less than $8.7992 per share (subject to appropriate adjustments for stock splits, share dividends, combinations and other recapitalizations) (the “Additional Shares”) at one or more subsequent Closings on a date or dates occurring no later than November 30, 2009, to such persons (the “Additional Purchasers”) as may be approved by the Board of Directors; provided however, Ascent Biomedical Ventures I., L.P. and SHD Anterios Partners LLC shall each have the right to approve of any sale of Additional Shares to Additional Purchasers that in the aggregate will be in excess of $2,000,000 in Series B Preferred Stock other than Additional Shares purchased by (i) holders of the Company’s capital stock existing immediately after the Initial Closing or (ii) biotechnology or pharmaceutical companies and/or affiliated venture funds of such a company. Any such Additional Purchaser shall become a party to this Agreement, and the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement and the Amended and Restated Voting Agreement and shall have the rights and obligations as a “Purchaser” hereunder and as a “Holder” and “Investor” thereunder. Upon the consummation of any such purchase and sale, Exhibit A shall be amended by the Company to add the name of any such Additional Purchaser and the number of shares of Series B Preferred Stock purchased by such Additional Purchaser.
Sale of Additional Shares. Any Additional Company Shares not subscribed for by a Pre-emptive Stockholder pursuant to Section 4.03(c) and Section 4.03(d) may be sold by the Company following the expiration of the Pre-emptive Exercise Period and, if applicable, the Over-allotment Exercise Period, to the Pre-emptive Purchasers on terms no less favorable to the Company than those set forth in the Issuance Notice and, for the avoidance of doubt, at a price at least equal to or higher than the purchase price described in the Issuance Notice; provided, such sale is completed no later than sixty (60) days following the expiration of the Pre-emptive Exercise Period and, if applicable, the Over-allotment Exercise Period (subject to the extension of such sixty (60) day period for a reasonable time not to exceed an additional sixty (60) days to the extent reasonably necessary to obtain any third party approvals). If the Company has not sold all of the remaining Additional Company Shares to the Pre-emptive Purchasers by such date, the Company shall not thereafter issue or sell any such Additional Company Shares without first again offering such Additional Company Shares to the Pre-emptive Stockholders in accordance with the procedures set forth in this Section 4.03 and no Pre-emptive Stockholder shall be obligated to complete the purchase of the Additional Company Shares that it subscribed for pursuant to Section 4.03(c) and Section 4.03(d).
Sale of Additional Shares. 2.1 At the Additional Closing, the Company shall issue and allot to the Investor, and the Investor shall purchase from the Company that number of the Company’s Additional Acquired Shares, set opposite the Investor’s name in the Amended Schedule A, at a purchase price of US $0.03 per share.
2.2 In addition to the Additional Acquired Shares, at the Additional Closing, the Company shall issue to the Investor that number of Additional Warrants to purchase additional Warrant Shares, set opposite the Investor’s name in the Amended Schedule A, at an exercise price of US$0.04 per Additional Warrant Share. The Additional Warrants shall be in the form attached as Schedule 5.2.1(c) to the SPA.
2.3 The Company hereby represents and warrants that the Additional Acquired Shares and the Additional Warrants shall be, when issued in accordance with the terms and conditions of the SPA and this Addendum, duly authorized, validly issued, fully paid, non-assessable, and free of any preemptive right, third party rights and Encumbrances.
Sale of Additional Shares. The offering of Shares hereunder is part of an offering by the Company, on the same terms and conditions as those contained in this Agreement, under Rule 506(b) under Regulation D promulgated under the Securities Act, of up to an aggregate of 9,000,000 Shares (the “Maximum Offering”), including the offering to one or more purchasers who shall purchase shares (“Additional Shares”) after the first Closing (the “Additional Purchasers”), provided that each Additional Purchaser shall become a party to the Transaction Agreements (as defined below). Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares.
Sale of Additional Shares. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement (subject to appropriate adjustments for stock splits, share dividends, combinations and other recapitalizations affecting the Shares), up to the balance of the Shares not sold at the Initial Closing (the “Additional Shares”) at one or more subsequent Closings on a date or dates occurring no later than December 28, 2011, to such Persons as may be approved by the Board of Directors (the “Additional Purchasers”). Each Additional Purchaser shall become a party to this Agreement, and the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement and the Amended and Restated Voting Agreement and shall have the rights and obligations as a “Purchaser” hereunder and as a “Holder” and “Investor” thereunder. Upon the consummation of any such purchase and sale, Exhibit A shall be amended by the Company to add the name of any such Additional Purchaser and the number of Shares purchased by such Additional Purchaser.
Sale of Additional Shares. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, the difference between 14,000,000 and the number of shares sold in the Initial Closing (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series A Preferred Stock (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”), provided that (i) such subsequent sale is consummated prior to 120 days after the Initial Closing, and (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below), by executing and delivering a counterpart signature page to each of the Transaction Agreements.
Sale of Additional Shares. The Company shall have authorized the sale to the Smitx/Xxxrxx Xxxup ("SWG"), a Georgia partnership of K. H. Xxxxx xxx Jamex X. Xxxxxx, xx 1,500,000 shares at a price of $.10 per share and granted to SWG an option to purchase up to an additional 4,500,000 shares on or before April 7, 1997 at a price of $.10 per share.
Sale of Additional Shares. The parties to this Agreement hereby acknowledge that Terremark at Bayshore, Inc., Terremark Centre, Inc. and ACGDI, Inc. (each of which is a Florida corporation and which are collectively referred to as the "Partners"), has sold to Terremark their interests in Terremark Centre Limited, a Florida limited partnership, the owner of certain real property referred to as the Terremark Centre located at 2601 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx, xxr a purchase price equal to the difference between $56,000,000 and the (at the time of the sale) outstanding principal balance of the first mortgage loan in favor of Principal Mutual Insurance Company (the "Proceeds"). The Surviving Corporation hereby agrees to, at the Effective Time, sell to the Partners, or their assignees, for the Proceeds, such number of shares of Common Stock as shall be equal, in the aggregate and on a fully diluted basis, to 35% of the Post Merger Common Stock of the Surviving Corporation pursuant to that certain Stock Purchase Agreement which shall be executed contemporaneously herewith between the Company and Vistagreen Holdings (Bahamas), Ltd., a Bahamian international business corporation. Upon the closing of this Agreement and the Stock Purchase Agreement, the percentage ownership of the holders of the Company Common Stock prior to the Effective Time shall be 25%, the percentage ownership of the Partners shall be 35%, and the percentage ownership of the existing holders of the Terremark Common Stock shall be 40%, each such percentage representing the respective ownership of such persons of the Post Merger Common Stock.
Sale of Additional Shares. (a) If at any time or from time to time the Company shall issue or sell Additional Shares of Common Stock (as hereinafter defined), or is deemed by the express provisions of this subsection to issue or sell Additional Shares of Common Stock, other than as a subdivision or combination of shares of Common Stock as provided in Section 8.04 above, for a consideration per share less than the then existing Conversion Price, then the existing Conversion Price shall be reduced, as of the opening of business on the date of such issuance or sale, to a price determined by dividing (A) an amount equal to the sum of (1) the applicable Conversion Price immediately prior to such issuance or sale multiplied by the number of shares of Common Stock deemed outstanding at the close of business on the day before the date of such issuance or sale, plus (2) the aggregate consideration, if any, received or to be received by the Company upon such issuance or sale, by (B) an amount equal to the sum of (1) the number of shares of Common Stock deemed outstanding immediately prior to such issuance or sale, plus (2) the total number of Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (i) the number of shares of Common Stock actually outstanding, and (ii) the number of shares of Common Stock into which the then outstanding Notes could be converted if fully converted on the day immediately preceding the given date.
(b) For the purpose of making any adjustment in the Conversion Price or number of shares of Common Stock issuable upon conversion of the Notes, as provided above, the following provisions shall be applicable:
(i) In case of the issuance of Common Stock for consideration in whole or in part for cash, the consideration shall be deemed to be the amount of cash paid therefor, plus the value of any property other than cash received by the Company as determined in accordance with clause (ii) below.
(ii) In case of the issuance of Common Stock for consideration in whole or in part in property or consideration other than cash, the value of such property or consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board.
(iii) In case of the issuance of (x) options, warrants, or other rights to acquire or to purchase or to subscribe for Common Stock (whether or not at the time exercisable), (y) s...
Sale of Additional Shares. The Company hereby agrees to issue to the Investor, and the Investor agrees to subscribe for, additional Ordinary Shares (the “Additional Firm Shares”), in an amount necessary to allow the Investor to hold as of the Measurement Date, after giving effect to the proposed purchase of the Firm Shares and such Additional Firm Shares, the Target Share Amount, up to the Additional Share Cap, at a purchase price per Additional Firm Share equal to the Per Firm Share Purchase Price, and otherwise upon the same terms and conditions as applicable to the Firm Shares under this Agreement; provided, that, solely for the purposes of the definitions of “Purchase Price,” “Shareholder Approval” and “Shares” and Section 2.2 (Delivery and Payment), the Additional Firm Shares shall be deemed to be Incremental Shares under the Agreement and shall be purchased and issued together with the Firm Shares at the Closing.