Examples of Lead Investor Shares in a sentence
Any Shares Transferred in accordance with this Section 3.1 will remain Lead Investor Shares, Co-Investor Shares or Management Shares, as the case may be, and will be subject to all of the provisions of this Agreement applicable to such Shares; provided that Shares that are Transferred to any director, officer or employee of, or consultant or adviser to, the Company or any of its Subsidiaries by a holder of Lead Investor Shares will thereafter become Management Shares hereunder.
As used in this Agreement, the following terms shall have the following meanings: Accredited Investor Shares: Shares initially sold by the Company to “accredited investors” (within the meaning of Rule 501(a) promulgated under the Securities Act) as Participants, including the Lead Investor Shares and the Direct Placement Shares.
Any Subject Securities constituting shares of capital stock of the Company acquired by any holder of Shares pursuant to this Section 5 will be deemed for all purposes hereof to be Lead Investor Shares or Co-Investor Shares of like kind with the Shares then held by the acquiring holder.
Any Shares Transferred in accordance with this Section 3.1 will remain Lead Investor Shares, Other Investor Shares or Management Shares, as the case may be, and will be subject to all of the provisions of this Agreement applicable to such Shares.
Each certificate representing Lead Investor Shares will also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Lead Investor: __________.
Any Lead Investor may Transfer any or all of its Lead Investor Shares (a) to such Lead Investor’s partners, members, managers or stockholders, as applicable, pursuant to a liquidation or winding up of such Lead Investor or otherwise pursuant to a pro rata distribution-in-kind by such Lead Investor, in each case, in accordance with the organizational documents of such Lead Investor, (b) to one or more Affiliates of such Lead Investor, or (c) with the prior written consent of the Majority Other Investors.
The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 200% of the Shares issuable upon conversion of all of the Notes issuable to the Subscribers, 100% of the Warrant Shares issuable pursuant to this Agreement upon exercise of the Class A Warrants, and Broker’s Warrants described on Schedule 8 hereto, and Lead Investor Shares (collectively the “Registrable Securities”).
Any Subject Securities constituting shares of capital stock of the Company acquired by any holder of Shares pursuant to this Section 5 will be deemed for all purposes hereof to be Lead Investor Shares, Other Investor Shares or Management Shares hereunder of like kind with the Shares then held by the acquiring holder (and in the case of any Manager that holds Other Investor Shares, will be deemed for all purposes hereof to be Other Investor Shares).
It shall be deemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (“Actual Effective Date”) the Company has registered for unrestricted resale on behalf of the Sellers fewer than 150% of the amount of Common Shares issuable upon full conversion of all sums due under the Notes and 100% of the Lead Investor Shares and Warrant Shares issuable upon exercise of the Warrants.
All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, and other rights including but not limited to reservation requirements and registration rights made or granted to or for the benefit of the Subscribers are hereby also made and granted to the Lead Investor in respect of the Lead Investor Shares.