Reset Shares definition
Examples of Reset Shares in a sentence
All shares of Common Stock, including the Conversion Shares and the Reset Shares, subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, subject to paragraph (c) of this Section 2.3, validly issued, fully paid and nonassessable.
In connection with the Company’s solicitation of the approval by its shareholders of the transactions contemplated by the FSA Purchase Agreement, the Company will include a proposal (the “Proposal”) to obtain the approvals necessary under the rules of the NYSE to permit the issuance of the FSA Subsequent Shares and any Reset Shares or Pre-Emptive Shares related thereto or issuable hereunder (the “FSA Shareholder Approval”).
At the Reset Closing, the Company shall deliver to the Purchasers certificates representing the Reset Shares to which the Purchasers are entitled in accordance with this Section, in such denominations as shall be requested by the Purchasers no less than one Business Day prior to the Reset Date.
This Agreement supersedes all prior agreements and understandings between the parties with respect to the acceleration of the purchase of Class A Preferred Shares, the exchange of Class A Preferred Shares for Class B Preferred Shares and the issuance of the Reset Shares.
If the number of Reset Shares so computed is negative, Escrow Shares held in escrow on such Reset Date equal to the number (taken as a positive number) of such Reset Shares (or such lesser number of Escrow Shares then held) shall be released from escrow to the Company.
The number of Three Month Reset Shares and Six Month Reset Shares that the Company may be obligated to issue on either the Three Month Reset Date or the Six Month Reset Date may increase substantially in certain circumstances, including the circumstance in which the trading price of the Common Stock declines.
In connection with the filing of the Registration Statement, the Company shall indemnify the Purchaser against any liability under the Act for the information concerning the Company contained in the Registration Statement or incorporated by reference therein and shall at its expense make available to Purchaser such number of copies of the prospectus constituting a part of the Registration Statement as is reasonably necessary to allow Purchaser to resell the Shares and the Reset Shares.
Unless otherwise permitted by Nasdaq, in no event shall the aggregate number of Initial Tranche Shares, Three Month Reset Shares, Six Month Reset Shares and any Call Shares exceed the maximum number of shares of Common Stock (the "Cap Amount") that the Company can, without shareholder approval, so issue pursuant to Nasdaq Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule) (the "Nasdaq 20% Rule").
Within three (3) Trading Days immediately following the Reset Pricing Period, the Company shall issue to each Purchaser, without the payment of additional consideration, such Purchaser’s Reset Shares.
The Reset Shares have been duly and validly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.