SUBSTITUTION OF SHARES; REPURCHASE Sample Clauses

SUBSTITUTION OF SHARES; REPURCHASE. (a) In the event that, at the Closing, 2d issues and delivers to the Seller 2d Stock consisting of shares of 2d Common Stock pursuant to Section 1.04(b)(2)(i) and thereafter the Private Placement is consummated, the Seller shall, at the closing of the Private Placement, re-deliver the stock certificates representing such shares of 2d Common Stock and 2d shall issue and deliver to the Seller in substitution therefor stock certificates representing that number of shares of 2d capital stock of the kind being issued and sold in the Private Placement which, on the post-Private Placement valuation of 2d, then have a value of $2,250,000 plus any additional stock certificates deliverable pursuant to the schedule set forth in Section 1.07 herein. (b) Notwithstanding the foregoing, 2d may elect, by written notice to the Seller, to repurchase the 2d Stock from the Seller at any time within sixty (60) days after the Closing Date in consideration of the payment of $2,250,000 plus the amount determined pursuant to Section 1.07 by wire transfer or bank check. In such a case,
Sample 1
AutoNDA by SimpleDocs
SUBSTITUTION OF SHARES; REPURCHASE. (a) In the event that, at the Closing, 2d issues and delivers to the Seller 2d Stock consisting of shares of 2d Common Stock pursuant to Section 1.04(b)(2)(i) and thereafter the Private Placement is consummated, the Seller shall, at the closing of the Private Placement, re-deliver the stock certificates representing such shares of 2d Common Stock and 2d shall issue and deliver to the Seller in substitution therefor stock certificates representing that number of shares of 2d capital stock of the kind being issued and sold in the Private Placement which, on the post-Private Placement valuation of 2d, then have a value of $2,250,000 plus any additional stock certificates deliverable pursuant to the schedule set forth in Section 1.07 herein. (b) Notwithstanding the foregoing, 2d may elect, by written notice to the Seller, to repurchase the 2d Stock from the Seller at any time within sixty (60) days after the Closing Date in consideration of the payment of $2,250,000 plus the amount determined pursuant to Section 1.07 by wire transfer or bank check. In such a case, the closing of such repurchase shall be held at such time on such date not less than three (3) and not more than ten (10) days after such notice by 2d to the Seller as 2d shall set forth in such notice, at the offices of Kinsella, Boesch, Fujikawa & Towlx, XXP or, if such law firm is not agreeable thereto, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., in Boston, Massachusetts. At such a closing, the Seller shall deliver to 2d Stock certificates representing the 2d Stock being repurchased, together with duly executed stock assignments separate from certificates sufficient to transfer title to such 2d Stock of 2d, free and clear of all Claims, and 2d shall deliver payment therefor or evidence of payment in the case of payment by wire transfer of same day federal funds.
Sample 1

Related to SUBSTITUTION OF SHARES; REPURCHASE

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Issuance and Repurchase of Shares The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants or other rights to purchase Shares or any other interests in the Trust other than Shares.

  • Replacement of Shares If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

  • Combination of Shares If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!