Top-Up Shares Sample Clauses
Top-Up Shares. “Top-Up Shares” shall have the meaning set forth in Section 1.4(a).
Top-Up Shares. In any registration pursuant to Section 4.2(a) in which the aggregate price to the public of all Registrable Securities included therein is not reasonably expected to exceed $25 million, the Company shall add to such registration that number of shares of Registrable Securities as would have an aggregate value, at the reasonably anticipated price per share, such that the reasonably anticipated aggregate price to the public of all Registrable Securities included therein shall equal $25 million (the “Top-Up Shares”) and shall cause such Top-Up Shares to be offered by the Company in such registration together with the Registrable Securities offered by Lightyear and any other Holders therein; provided, however, that the number of Top-Up Shares shall be reduced on a share for share basis by up to 50% to the extent other Holders or Other Holders exercise incidental registration rights in connection with such registration.
Top-Up Shares. If, as of the end of the Future Sales Period, Purchaser has not acquired an additional 14,862,313 Shares through Future Sales, Purchaser shall, on a one-time basis, purchase from Sellers, and in such case Sellers shall sell to Purchaser, up to an additional 14,862,313 Shares, reduced as to each Seller in accordance with this Section 3.1 (the shares to be purchased, the “Top-Up Shares”, and the purchase and sale of the Top-Up Shares, the “Top-Up Sale”). For such purposes, each Seller shall be obligated to sell to the Purchaser, and the Purchaser shall be obligated to purchase from each Seller: (1) the number of Shares specified for such Seller in the Future Purchase Schedule, minus (2) the number of Shares sold by such Seller to Purchaser through exercise of the Put Right during the Future Sales Period, minus (3) the number of Shares offered by such Seller and not acquired by Purchaser pursuant to the ROFR during the Future Sales Period.
Top-Up Shares. 4.1 If
(i) Subscriber has held any Merger Consideration Shares issued to Subscriber on the Conversion Date for all three Bonus Years; and
(ii) the lowest volume-weighted average closing price of the Merger Consideration Shares is less than $4.50 per share for any ten (10) consecutive trading days during the last month prior to the third anniversary day of the Conversion Date (the “Low Price”), then, the Combined Company shall make up the difference between (i) the Low Price and (ii) $4.50, by either (x) issuing additional shares to Subscriber in accordance with Section 4.2(a); or (y) issuing additional shares to Subscriber and making a cash payment to Subscriber in accordance with Section 4.2(b).
(a) If the Low Price is equal to or more than $1.00, the Combined Company shall issue to Subscriber a number of shares (the “Top-Up Shares”) calculated using the following formula: Number of Top-Up Shares = (X – Y)*Z
Top-Up Shares. If at the time of an Effective Registration relating to an initial public offering by the Company of its Class B Common Stock (an “IPO”) the aggregate purchase price paid by the Purchaser hereunder for shares of Class B Common Stock is less than the Maximum Amount (as such amount may be increased from time to time) (such deficit, a “Shortfall”), then concurrently with the closing of the IPO (the “IPO Closing”), the Company shall, directly or indirectly, cause the sale to the Purchaser of, and the Purchaser shall purchase, the Top-Up Shares (as defined below), at a price per share equal to the price per share that the Class B Common Stock is sold to the public in the IPO at the IPO Closing (the “IPO Price”). The “Top-Up Shares” means a number of shares of Class B Common Stock determined by dividing the Shortfall by the IPO Price.
Top-Up Shares. In the event that any Forward Seller elects not to, or is otherwise not required to, borrow and deliver any Borrowed Shares for sale to the Underwriters pursuant to Section 2 hereof at the Closing Time or on a Date of Delivery, as applicable, then the Company shall issue and sell to the Underwriters, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Borrowed Shares deliverable by such Forward Seller hereunder that such Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Time or Date of Delivery, as the case may be, for a period not exceeding three business days to effect any required changes in any documents or arrangements. The Common Stock sold by the Company to the Underwriters pursuant to this Section 12(a): (i) in lieu of any Borrowed Underwritten Shares are referred to as the “Company Top-Up Underwritten Shares,” and (ii) in lieu of any Borrowed Option Shares are referred to as the “Company Top-Up Option Shares.”
Top-Up Shares. In the event that the arithmetic average of the VWAP per share of Common Stock for the 30 Trading Days immediately prior to the Additional Closing Date for any Additional Purchase and Sale (the “Measurement Price”) fails to exceed the Threshold Price, the Purchaser shall purchase, and the Company shall issue and sell to the Purchaser, the number of shares of Common Stock (the “Top Up Shares”) with an aggregate value (based on the Measurement Price) equal to (i) the value of the Delayed Draw Common Shares to be issued in connection with such Additional Closing (valued based on the Threshold Price) less (ii) the value of the Delayed Draw Common Shares to be issued in connection with such Additional Closing (valued based on the Measurement Price); provided that the aggregate number of Initial Closing Common Shares, Initial Closing II Common Shares, Delayed Draw Common Shares and Top Up Shares to be issued in connection with all Closings shall not exceed 13,975,000 (subject to equitable adjustment for any stock split, stock dividend or stock combination of the Common Stock occurring on or after the date of this Agreement and prior to the Initial Closing or pursuant to Section 1.1(e) from time to time, the “Total Transaction Common Commitment”).
Top-Up Shares. If there is an exercise of any Pre-Emptive Rights, the Purchaser shall have the right to purchase, and the Company shall be obligated to issue to the Purchaser, the Top-Up Shares at a price per share equal to the Top-Up Price. Promptly following the lapse of the exercise periods for the Pre-Emptive Rights, the Company shall provide written notice (the "Top-Up Notice") to the Purchaser of the election by any holder of Pre-Emptive Rights to exercise such rights, including the number of shares to be so purchased, the price per share to be paid and the maximum number of Top-Up Shares purchasable hereunder by the Purchaser. If the Purchaser desires to purchase any Top-Up Shares, the Purchaser shall provide, no later than five (5) Business Days following the deemed receipt of the Top-Up Notice, an irrevocable written notice to the Purchaser (the "Top-Up Election") of its election to purchase Top-Up Shares and the number of shares it so elects to purchase.
Top-Up Shares. If the Top-Up Option shall have been exercised, the Top-Up Shares shall have been validly issued and delivered to Merger Sub.
