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.

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: