Additional Common Shares Clause Samples
The 'Additional Common Shares' clause defines the conditions under which a company may issue more common shares beyond those initially authorized or outstanding. Typically, this clause outlines the process for issuing new shares, such as board approval requirements, and may specify how these shares are offered to existing shareholders, for example, through preemptive rights or public offerings. Its core practical function is to provide a clear framework for expanding the company's equity base, ensuring transparency and protecting shareholder interests when new shares are created.
Additional Common Shares. The Investor: (i) agrees promptly to notify the Requisitioning Shareholders of any new Common Shares acquired by the Investor after the execution of this Agreement and (ii) acknowledges that any such new Common Shares will be subject to the terms of this Agreement as though owned by the Investor on the date of this Agreement.
Additional Common Shares. ON CONVERSION IN A NON-QUALIFIED IPO In the event of:
(a) an optional conversion pursuant to Section 5.1 in connection with a Non-Qualified IPO; or
(b) an automatic conversion pursuant to Section 5.2(b) in connection with a Non-Qualified IPO, that occurs within the first two years after the Original Issuance Date, in addition to the number of Common Shares otherwise issuable to a Series B Holder upon a conversion of Series B Shares, each Series B Holder shall also be entitled in respect of each Series B Share so converted, to receive that number of additional Common Shares, if any, as is determined in accordance with the following formula: X-Y --- Z Where:
Additional Common Shares. Company shall issue and deliver the number of duly authorized, validly issued, fully paid and non-assessable Additional Common Shares purchased or required to be issued at such Subsequent Closing (x) in uncertificated form by book-entry transfer via the Depository Trust Company's Deposit and Withdrawal at Custodian (or DWAC) system or (y) if DWAC is unavailable, by delivery of one or more certificates as provided in Section 3(e), and shall register such shares in the shareholder register of Company in the name of Purchaser or as instructed by Purchaser in writing.
Additional Common Shares. If any portion of the principal of the Note remains unpaid on the 180th, 210th, 240th, 270th, 300th, and/or the 330th day following the Closing Date, then on the day following any of such dates, the Company shall issue to each holder of Notes, that number of Common Shares determined by the above formula and a Coverage Percentage, in each instance, of 2.5%. For example, if $1,000,000 of principal remains unpaid on the 180th day following the Closing Date, then on the following day the Purchasers would be issued an additional 25,000 Common Shares ($1,000,000 x 2.5%=25,000).
Additional Common Shares. As referenced in Recital B. above, the Company intends to file the Amended Registration Statement and cause it to become effective. In the event the Amended Registration Statement is declared effective by the SEC no later than April 2, 2001, and such Amended Registration Statement includes at least that number of shares issuable if the Investor were to convert its entire Note into shares of common stock, the Investor shall purchase by wire transfer and the Company promptly shall issue 80,000 shares of the Company's common stock for a purchase price of $100,000. The same representations, warranties and covenants of the Investor set forth in Section 1 of this Agreement shall apply with equal force to this Section. In the event all of the conditions cited are not met, the Investor shall have no obligation to purchase such shares of the Company's common stock.
Additional Common Shares. If, between the date of this Agreement and Closing, Knight II Parent makes a cash capital contribution to Knight II, and delivers a written certificate of a duly authorized representative to such effect to the Company along with such other evidence of such contribution reasonably requested by the Company at least 10 days prior to the Closing, then the number of Common Shares issuable to Knight II Parent pursuant to Section 1.1 for the Contribution of its interests in Knight II to the Company shall be increased by one (1) Common Share for each three (3) dollars of capital so contributed (with any factional Common Shares rounded to the nearest whole number and with .5 being rounded up to the nearest whole number); provided, however, that to the extent any of the proceeds of such capital contribution is used prior to Closing, such capital contribution shall be used as provided in Section 5.1(c) and provided, further, that no more than 19,290,000 Common Shares shall be issued to Knight II pursuant to this Section 1.5.
Additional Common Shares. For the avoidance of doubt, the Corporation, at its option, may register for sale or resale, as applicable, under a Prospectus filed pursuant to this Agreement or otherwise, any number of unissued shares of Common Shares (or any other securities of the Corporation) or any shares of Common Shares (or other securities of the Corporation) owned by any security holder of the Corporation (other than Equinox Gold); provided, that, except as otherwise provided herein, in no event shall the inclusion of such securities in any such Prospectus reduce the amount offered for the account of Equinox Gold in any Underwritten Offering at the request of Equinox Gold pursuant to Section 4.1 hereof.
Additional Common Shares. In addition to the Additional Investment, the Investor acknowledges and agrees that the Corporation shall also have the right to issue and sell (without the engagement of an agent or intermediary) for a period of nine months after the Closing Date, without any further consent from EdgeStone, Common Shares with an aggregate purchase price of up to $10,000,000 at a price per share equal to the fair market value thereof (and for such purpose, the fair market value of the Common Shares shall be determined by the Board of Directors). The purchasers of such Common Shares shall be restricted to: (i) employees, officers and directors of the Corporation or any Subsidiary; (ii) existing shareholders of the Corporation; (iii) distributors or resellers with a business relationship with the Corporation or any Subsidiary; (iv) high net worth individuals (other than institutional investors); and (v) any such other Persons acceptable to EdgeStone and the Corporation.
Additional Common Shares. If any portion of the principal of the Note remains unpaid on the 30th, 60th, 90th, 120th, 160th, 180th, 210th, 240th, 270th, 300th, 330th and/or the 360th day following the Closing Date, then on the day following any of such dates, the Company shall issue to Purchaser, that number of Common Shares determined by the above formula and a Coverage Percentage, in each instance, of 1%. For examples, if $1,000,000 of principal remains unpaid on the 30th day following the Closing Date, then on the following day the Purchaser would be issued an additional 10,000 Common Shares ($1,000,000 x 1%=10,000); if $250,000 of principal remains unpaid on the 30th day following the Closing Date, then on the following day the Purchaser would be issued an additional 2,500 Common Shares ($250,000 x 1% = 2,500).