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 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 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. 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 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
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
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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 Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

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

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Ownership of Company Common Stock Neither Parent nor any of its Subsidiaries own any shares of Company Common Stock (or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock).

  • Registration of Common Stock Cashless Exercise at Companys Option The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement 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 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, 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” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.

  • 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 shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.

  • 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.

  • Common Shares 4 Company...................................................................................... 4

  • Common Stock 1 Company........................................................................1

  • Conversion of Company Stock (i) Each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

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