The Additional Shares Clause Samples
The "Additional Shares" clause defines the terms under which extra shares may be issued or allocated beyond the initial agreement. Typically, this clause outlines the circumstances that trigger the issuance of additional shares, such as future investment rounds, employee stock options, or anti-dilution protections. By specifying how and when additional shares can be created, the clause helps manage ownership percentages and protects existing shareholders from unexpected dilution, ensuring transparency and fairness in the distribution of company equity.
The Additional Shares. In addition, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares. The Over-Allotment Option may be exercised by the Underwriters in respect of Additional Shares at the Offering Price. The Over-Allotment Option granted hereunder may be exercised in whole or in part at any time prior to 5:00 p.m. (Toronto time) on the day that is thirty (30) days after the Closing Date upon notice by the Lead Underwriters to the Company (the “Notice of Exercise”). The Notice of Exercise shall set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the Over-Allotment Option, and (ii) the names and denominations in which the Additional Shares to be delivered via CDS, or otherwise, as applicable and (iii) the date of time for delivery of and payment for the Additional Shares, which shall be on the day that is not less than three (3) business days after the date of the Notice of Exercise or such other time as shall be agreed upon by the Company and the Lead Underwriters. In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Additional Shares is equal to the product of the Offering Price multiplied by the number of Additional Shares to be purchased. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase the number of Additional Shares specified in such Notice of Exercise.
The Additional Shares. (i) There shall be reserved for issuance pursuant to this Section 1.03 (i) 250,000 shares of Series A Preferred and (ii) 235,000 shares of Series B Preferred (the shares of Series A Preferred and Series B Preferred being hereinafter referred to collectively as the "Additional Shares" and, together with the Initial Shares, the "Shares").
(ii) The respective maximum numbers of shares of Series A Preferred and Series B Preferred which are subject to purchase by each Purchaser pursuant to this Section 1.03 are set forth opposite the name of such Purchaser in Annex III hereto under the respective headings "Maximum Number of Series A Preferred Shares" and "Maximum Number of Series B Preferred Shares". The aggregate number of Additional Shares purchased by the Purchasers on a Subsequent Closing Date (as hereinafter defined) shall (after deduction of the number of Additional Shares to be purchased by the Founders on such Subsequent Closing Date pursuant to Section 1.03(b)(iii)) be allocated pro rata among the Purchasers in proportion to the respective maximum numbers of Additional Shares so set forth, except for Horizon Investment Associates, I and Davi▇ ▇. ▇▇▇▇▇▇, ▇▇o shall each purchase the entire amount of Series B Preferred so set forth on the first Subsequent Closing Date. The maximum aggregate number of Additional Shares subject to purchase by each Purchaser on any Subsequent Closing Date shall be reduced by the aggregate number of Additional Shares purchased by such Purchaser on all previous Subsequent Closing Dates. On the Termination Date (as defined in subparagraph (iii) below) no further Additional Shares shall be subject to purchase hereunder, except as provided in Section 1.03(c). The purchase price for Additional Shares shall in all cases be $100 per share.
(iii) For purposes of this Section 1.03, the term "Termination Date" means the earliest of (A) the fifth anniversary of the First Closing Date, (B) the completion of an Initial Public Offering (as defined below) and (C) the date on which the proceeds of issuance of the Initial Shares shall have been fully expended, unless prior thereto the first Subsequent Closing Date shall have occurred. The term "Initial Public Offering" means the first to occur of either (x) a firm commitment public offering of Common Stock of the Company registered pursuant to the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder (the "Securities Act") (i) a...
The Additional Shares. The Additional Shares to be delivered to Stockholders according to Section 5(k) herein, will be valid and legally issued shares of Common Stock, free and clear of all liens, encumbrances and preemptive rights, and will be fully-paid and non- assessable shares."
The Additional Shares. In addition, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares. The Over-Allotment Option granted hereunder may be exercised in whole or in part at any time up to 30 days after the Closing Date upon notice by the Lead Underwriter to the Company, which notice may be given at any time prior to 10:00 a.m. (Toronto time) on the day that is one (1) business day prior to the closing of the Over-Allotment Option (the "Notice of Exercise"). The Notice of Exercise shall set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the Over-Allotment Option and (ii) the names and denominations in which the Additional Shares are to be registered through the facilities of DTC and/or CDS, or otherwise, as applicable.
The Additional Shares