Sale of Company Common Stock Sample Clauses

Sale of Company Common Stock. Notwithstanding anything herein to the ---------------------------- contrary, the Company shall have the right, at any time prior to the earlier of (i) the issuance by Parent of a proxy statement to its shareholders soliciting the vote of such shareholders in favor of the Merger, or (ii) the Closing Date, to issue and sell for cash shares of Company Common Stock in one or more arms-length and non-affiliate transactions (each, a "Company Equity Sale"). All terms and ------------------- conditions of this Agreement shall apply with respect to any shares of Company Common Stock issued and sold in a Company Equity Sale, and to the holders thereof. The Company's right to sell equity through Company Equity Sales is subject to the following conditions: (i) the price of the shares of Company Common Stock sold through Company Equity Sales shall not exceed $100,000,000 in the aggregate and (ii) each purchaser of shares of Company Common Stock in a Company Equity Sale shall agree in writing prior to consummation of such sale to vote in favor of the Merger. In the event that the Company conducts a Company Equity Sale, prior to consummation thereof, Parent and Company shall negotiate in good faith an adjustment to the Conversion Number to reflect such Company Equity Sale.
Sample 1Sample 2
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Sale of Company Common Stock. The Company hereby agrees to sell to Mirabile, and Mirabile hereby agrees to purchase from the Company, txx xxxxxt of Exxxx Xxxdred Sixty Five Thousand (865,000) shares of Company Common Stock for the total purchase price of Sixty Thousand Five Hundred Fifty Dollars ($60,550.00), or Seven Cents ($0.07) per share, with such price per share being the closing price per share of the Company Common Stock on the date of this Agreement. The Company and Mirabile hereby agree that the purchase price of such shares of Commxx Xxxxx shall be payable in accordance with the terms of the Promissory Note attached as Exhibit "A" hereto, which is incorporated as if set forth in full herein.
Sample 1
Sale of Company Common Stock. The Company hereby agrees to sell to McCubbin, and McCubbin hereby agrees to purchase from the Company, txx xxxxxt of Exxxx Xxxdred Sixty Five Thousand (865,000) shares of Company Common Stock for the total purchase price of Sixty Thousand Five Hundred Fifty Dollars ($60,550.00), or Seven Cents ($0.07) per share, with such price per share being the closing price per share of the Company Common Stock on the date of this Agreement. The Company and McCubbin hereby agree that the purchase price of such shares of Commxx Xxxxx shall be payable in accordance with the terms of the Promissory Note attached as Exhibit "A" hereto, which is incorporated as if set forth in full herein.
Sample 1
Sale of Company Common Stock. At 11:59 p.m. on the Effective Date, subject to the terms and conditions of this Agreement, the Company shall issue to Investor, and Investor shall purchase, shares of Company Common Stock, or, upon the request of Investor, a combination of Company Common Stock and preferred stock of the Company having rights, preferences and designations requested by Investor ("Designated Preferred Stock"), for an aggregate purchase price of between $20,700,000 and $29,700,000, as determined by the Investor (such finally determined price, the "Equity Purchase Price"); provided that this Section 1.2, in conjunction with Section 1.3, shall result in Investor owning 90% of the Company Common Stock and Designated Preferred Stock, if any, outstanding immediately following the Recapitalization; provided further that any transfer pursuant to this Section 1.2 to the Investor of shares of Company Common Stock or Designated Preferred Stock, shall be made with certificates which shall be delivered on the Closing Date.
Sample 1
Sale of Company Common Stock. The sale and purchase of the Offered Shares shall take place at the Closing. The Parties agree that prior to the Closing, the Company shall update Schedule I hereto to indicate the exact number of Offered Shares to be issued at Closing, as determined in accordance with the terms of the Purchase Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser understands and agrees that the Company shall have no obligation to (a) issue, sell or deliver any shares of Company Common Stock to any person who is a resident of a jurisdiction in which such issuance, sale or delivery to such person would constitute a violation of the securities or “blue sky” laws of such jurisdiction, or (b) sell to Purchaser the Offered Shares, unless the transactions contemplated by the Purchase Agreement shall be consummated concurrently with the sale and purchase of the Offered Shares.
Sample 1
Sale of Company Common Stock. The Company hereby agrees to sell to Komar, and Komar hereby agrees to purchase from the Company, the amoxxx xf Eighx Xxxdred Sixty Five Thousand (865,000) shares of Company Common Stock for the total purchase price of Sixty Thousand Five Hundred Fifty Dollars ($60,550.00), or Seven Cents ($0.07) per share, with such price per share being the closing price per share of the Company Common Stock on the date of this Agreement. The Company and Komar hereby agree that the purchase price of such shares of Common Xxxxx shall be payable in accordance with the terms of the Promissory Note attached as Exhibit "A" hereto, which is incorporated as if set forth in full herein.
Sample 1
Sale of Company Common Stock. At 11:59 p.m. on the Effective Date, subject to the terms and conditions of this Agreement, the Company shall issue to Investor, and Investor shall purchase, shares of Company Common Stock, or, upon the request of Investor, a combination of Company Common Stock and preferred stock of the Company having rights, preferences and designations requested by Investor ("Designated Preferred Stock"), for an aggregate purchase price of $27,000,000 (the "Equity Purchase Price"); provided that this Section 1.2, in conjunction with Section 1.3, shall result in Investor owning 80% of the Company Common Stock and Designated Preferred Stock, if any, outstanding immediately following the Recapitalization; provided further that any transfer pursuant to this Section 1.2 to the Investor of shares of Company Common Stock or Designated Preferred Stock, shall be made with certificates which shall be delivered on the Closing Date.
Sample 1
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Related to Sale of Company Common Stock

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Cancellation of Company Common Stock At the Effective Time, all Company Shares owned by the Company, Parent or Merger Sub shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

  • Ownership of Company Common Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

  • Registration of Common Stock Cashless Exercise at Companys Option 7.4.1 Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4.1, “

  • Registration of Shares of Common Stock Cashless Exercise at Companys Option 7.4.1 Registration of the shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

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