Sponsor Promote Allocation Shares Sample Clauses

Sponsor Promote Allocation Shares. [●] (such number of shares, the “Sponsor Promote Allocation Shares”) Subscription Amount: $[●]
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Sponsor Promote Allocation Shares. The parties to this Amendment hereby also agree to increase the number of Sponsor Promote Allocation Shares from 690,458 to 757,124 in connection with the addition of the May Convertible Promissory Note to the definition of Company Convertible Notes, as described in the foregoing. Such increase in the number of Sponsor Promote Allocation Shares reflects an additional issuance to the Investor of 0.022222 Sponsor Promote Allocation Shares for each U.S. Dollar of funds loaned under the May Convertible Promissory Note by the Investor to the Company (such rate, the “Signing Incentive Share Issuance Rate”). Any Additional Convertible Note that the Investor elects to subject to this Subscription Agreement will result in the issuance of additional Sponsor Promote Allocation Shares to the Investor at the Signing Incentive Share Issuance Rate on the Closing Date based on the funds loaned by the Investor to the Company under any Additional Convertible Notes subject to this Subscription Agreement. For the avoidance of doubt, the May Convertible Promissory Note and any Additional Convertible Notes that the Investor subjects to this Subscription Agreement will also, mutatis mutandis, by operation of the different provisions of the Subscription Agreement as amended hereby, result in the issuance of additional PIPE Securities pursuant to the formulas described on the signature page of the Subscription Agreement.
Sample 1Sample 2
Sponsor Promote Allocation Shares. [●] (such number of shares, the “Sponsor Promote Allocation Shares”) Number of Investor ARYA Shares: 127,970 1 For the avoidance of doubt, the number of Shares subscribed for by the Investor shall be yielded by the following calculation: X = (1.2*B) + C – D, whereby: X is the number of Shares subscribed for by the Investor; B is the sum of the Investor ARYA Shares plus the RTW Top Up Shares (as calculated pursuant to the formula set forth below); C is the number of Sponsor Promote Allocation Shares, as set forth on this signature page; and D is the number of Investor XXXX Xxxxxx. “RTW Top Up Shares” for purposes of the above calculation shall mean a number of Shares yielded by the following calculation: Y = (D*E/10) – D, whereby: Y is the number of RTW Top Up Shares; D is the number of Investor ARYA Shares; and E is the redemption value per Investor ARYA Share on the Closing Date.
Sample 1

Related to Sponsor Promote Allocation Shares

  • Voting Rights; Distributions; etc (a) So long as no Event of Default shall have occurred and be continuing:

  • Allocation of Registrable Securities The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Distribution in Shares If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

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