Unaccredited Stockholders Sample Clauses

Unaccredited Stockholders. Notwithstanding anything to the contrary in this Agreement, any shares of Acquirer Common Stock that, but for this Section 1.4(d) would have become issuable to a Company Securityholder pursuant to Section 1.3(a), may, in Acquirer’s sole discretion, be replaced by an amount of cash in lieu of such shares of Acquirer Common Stock on the basis described in the following sentence if Acquirer does not have a reasonable belief that such holder is an “accredited investor” (as such term is defined in Regulation D under the Securities Act). In such case, the amount of cash delivered in lieu of the shares of Acquirer Common Stock shall be determined by multiplying the number of shares of Acquirer Common Stock that would have been issued by the Acquirer Stock Price.
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Unaccredited Stockholders. Unaccredited Stockholders shall account for less than 5% of the outstanding shares of Company Common Stock as of the Closing Date.
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Unaccredited Stockholders. Notwithstanding anything to the contrary in this Agreement, any Parent Shares that, but for this Section 2.3(i) would have become issuable to an Equityholder pursuant to Sections 2.3(a)-(h), may, in Parent’s sole discretion, be replaced by an amount of cash in lieu of such Parent Shares on the basis described in the following sentence if such holder, at least two Business Days prior to the Closing Date, does not deliver to Parent a duly executed Joinder or, if such Stockholder is a Significant Investor, a Significant Investor Joinder, or if Parent does not have a reasonable belief that such holder is an “accredited investor” (as such term is defined in Regulation D under the Securities Act). In such case, the amount of cash delivered in lieu of the Parent Shares shall be determined by multiplying the number of Parent Shares that would have been issued by the Parent Stock Price.
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Unaccredited Stockholders. Notwithstanding anything to the contrary in this Agreement, in the event that Parent reasonably believes that one or more Stockholders are not Accredited Stockholders (any such Stockholder, an “Unaccredited Stockholder”), Parent may elect to pay the Common Per Share Stock Amount with respect to such Unaccredited Stockholder solely in cash to such Unaccredited Stockholder. Any such election by Parent to pay cash (instead of the Common Per Share Stock Amount) to an Unaccredited Stockholder shall not change the overall aggregate amount of the Common Per Share Cash Amount, the Common Per Share Stock Amount, the Cash Consideration or the Stock Consideration as provided in Article 2 or Article 3, but shall result in the appropriate proportionate reduction of the Estimated Cash Price Per Share and the appropriate proportionate increase in the Common Per Share Stock Amount being paid to the Accredited Stockholders and Accredited Optionholders so that the total amount of the Common Per Share Cash Amount and the Common Per Share Stock Amount paid to all Stockholders and Accredited Optionholders and RSU Holders in the aggregate does not exceed the Cash Consideration and the Stock Consideration after reduction for the Option Settlement Payments.
Sample 1
Unaccredited Stockholders. Notwithstanding anything to the contrary in this Agreement, any Parent Shares that, but for this Section 2.3(d) would have become issuable to an Equityholder pursuant to Section 2.3(a)-(c), may, in Parent’s sole determination to be made and communicated to the Company prior to the Closing, be replaced by an amount of cash in lieu of such Parent Shares on the basis described in the following sentence if (i) such holder, at least four Business Days prior to the Closing Date, does not deliver to Parent a duly executed Joinder certifying that such holder is an “accredited investor” (as such term is defined in Regulation D under the Securities Act) or, in the case of a non-U.S. Holder located in Australia, a “sophisticated investor” (as such term is defined in section 708(8) the Corporations Act) or a “professional investor” (as such term is defined in section 708(11) of the Corporations Act); or (ii) if Parent otherwise does not have a reasonable belief that such holder is an “accredited investor” (as such term is defined in Regulation D under the Securities Act) or, in the case of a non-U.S. Holder located in Australia, a “sophisticated investor” (as such term is defined in section 708(8) the Corporations Act) or a “professional investor” (as such term is defined in section 708(11) of the Corporations Act) (such holder, an “Unaccredited Investor”). In such case, the amount of cash delivered in lieu of the Parent Shares shall be determined by multiplying (x) the number of Parent Shares that would have been issued by (y) the Parent Stock Price (the aggregate amount of cash delivered to all such Unaccredited Investors, the “Unaccredited Investor Payment Amount”).
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Related to Unaccredited Stockholders

  • Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • Dissenting Shareholders (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d).

  • No Vote of Parent Stockholders No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.

  • Parent Stockholders’ Meeting (i) Parent will, in accordance with applicable Law and its certificate of incorporation and bylaws, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene and hold a meeting of holders of capital stock of Parent to consider and vote upon the issuance of Series C Common Stock in connection with the Merger (the “Parent Stockholders Meeting”) as promptly as practicable. Subject to the provisions of Section 6.3, the Parent board of directors shall include the Parent Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Parent Stockholders Meeting that the holders of capital stock of Parent approve the issuance of the Series C Common Stock in connection with the Merger and shall use its reasonable best efforts to obtain and solicit such approval. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Parent Stockholders Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies representing the Parent Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough shares of Parent Common Stock and Parent Preferred Stock represented to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholders Meeting as long as the date of the Parent Stockholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(c), Parent may postpone or adjourn the Parent Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Parent Stockholders Meeting.

  • Interested Stockholder Section 1(k) NASDAQ..........................................................Section 11(d)(i) Permitted Offer.....................................................Section 1(l) Person..............................................................Section 1(m) Preferred Shares....................................................Section 1(n) Principal Party....................................................Section 13(b) Proration Factor..............................................Section 11(a)(iii) Purchase Price......................................................Section 4(a) Record Date..............................................................

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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