Issuer Class A Shares definition
Examples of Issuer Class A Shares in a sentence
Date: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to SEC Rule 17Ad-15 if Issuer Class A Shares are to be issued, or Notes to be delivered, other than to and in the name of the registered Holder.
No fractional Issuer Class A Shares shall be issued upon conversion of this Note.
Each of the Issuer and the Holder agrees to treat this Note as indebtedness for U.S. federal, state and local income tax purposes until such time as the Convertible Notes have been converted to Issuer Class A Shares and to perform all tax reporting, withholding and other tax compliance in manner consistent with such treatment unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.
If any dividend or distribution described in this Section 4.02 is declared but not so paid or made, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Issuer Class A Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or such share split or combination had not been announced.
Notwithstanding the foregoing, the Issuer acknowledges and agrees that this Note (and the Issuer Class A Shares that are issuable upon conversion or repurchase by the Issuer of this Note) shall constitute “Registrable Securities” and shall be subject to registration rights as provided under Section 7.3 of the Note Purchase Agreement.
The classes of securities representing issued and outstanding Issuer Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq.
The purchase price payable by each Investor in respect of the Convertible Note and Issuer Class A Shares to be purchased by it shall be the dollar amount set forth next to such Investor’s name on Exhibit A (the “Purchase Price”).
The Issuer further covenants that it shall at its own expense take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to resell or otherwise dispose of this Note or Issuer Class A Shares issuable upon conversion of this Note without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including providing any customary legal opinions.
The Issuer from time to time may increase the Conversion Rate, to the extent permitted by law and subject to any applicable shareholder approval requirements pursuant to the listing standards of Nasdaq or such other U.S. securities exchange on which the Issuer Class A Shares are traded, by any amount for any period of at least twenty (20) days, if the Board of Directors determines that such increase shall be in the Issuer’s best interests.
The Issuer may (but is not required to) make such increase in the Conversion Rate as the Board of Directors deems advisable to avoid or diminish any income tax to holders of Issuer Class A Shares resulting from a dividend or distribution of stock, or rights to acquire stock, or similar event.