Shares and Convertible Securities Sample Clauses

Shares and Convertible Securities. SB shall, upon receipt of an Exercise Notice, provide each holder of securities convertible into, exchangeable for, or exercisable for Class A shares or Class B shares, including all holders of Convertible Securities, (the “Convertible Holders”) with notice of such Exercise Notice. SB and the Founders jointly and severally covenant and agree that, they shall cause all such Convertible Holders to (i) either exercise, exchange or convert their securities of SB into Class A shares or Class B shares, or (ii) to forego the right to exercise, exchange or convert their securities of SB into Class A shares or Class B shares following the sale of the securities of SB held by such Convertible Holders such that the only entitlement of such Convertible Holders following the Closing will be the consideration, if any, to be received by them under the provisions of the Securities Purchase Agreement. SB and the Founders covenant and agree to cause all securities of SB issued after the date hereof (other than Class A shares and Class B shares) to provide for the foregoing in their terms.
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Shares and Convertible Securities. Veridien is registered under section 12(g) of the Securities Exchange Act of 1934 and its shares are approved for trading on the OTCBB. Veridien Common Shares may not be sold for 12 months following their issue. Between 12 months and 24 months after the date of issue, in each 90 day period, a holder of Veridien Common Shares may only sell that number of Veridien Common Shares that represents one percent (1%) of the total Veridien Common Shares issued and outstanding. The sales must be made through a brokerage firm, in a normal market transaction and a Form 144 must be filed by Investor with the SEC prior to or contemporaneously with the sale. After 24 months has elapsed from the date of issue, Veridien Common Shares may be sold in a non-market transaction, with no volume restrictions, as free-trading shares and no filing need be made with the SEC. Debenture The hold periods described above in respect of Veridien Common Shares issued to investor upon conversion of the Debenture begin on the date of issue of the Debenture. Veridien Common Shares Issued under the Put or Call Option or the Exchange Option The hold periods described above in respect of Veridien Common Shares issued to Investor upon the exercise of the Put or Call Options or the Exchange Option will start from the date of the issue of those shares, in other words, the date of the Put Option Closing, the Call Option Closing or the Exchange Option Closing, as the case may be. Veridien Convertible Securities If Veridien Convertible Securities are issued at a Closing, the hold periods for Veridien Common Shares issuable upon conversion of such Veridien Convertible Securities begin on the date that the Veridien Convertible Securities are issued. SCHEDULE 8.2 COVENANTS OF VERIDIEN Veridien covenants and agrees with Investor that:
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Related to Shares and Convertible Securities

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 2.5) of such shares would be less than the Current Market Price immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued

  • Convertible Securities Any evidences of indebtedness, shares of stock (other than Common Stock) or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock.

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Adjustment for Convertible Securities Issue If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

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

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

  • Shares The term “

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