Common Stock Issuable Upon Exchange Clause Samples

Common Stock Issuable Upon Exchange. Subject to the limitations in Section 3.3(c) and any Warrant Election, on the Exchange Date the Company shall issue Class A Common Stock in Exchange for Warrants; provided, that (i) the Company shall issue Class B Common Stock if the Holder has elected to receive Class B Common Stock on its Election Form by checking the Class B Common Stock Only Election box, (ii) the Company may issue Class B Common Stock in lieu of Class A Common Stock if, in the Company’s sole and absolute discretion, which shall be final, conclusive and binding, the issuance of Class B Common Stock in lieu of Class A Common Stock is necessary to comply with the Act, FCC Rules or FCC Restrictions, including Section 310(d) of the Act, the FCC’s broadcast attribution rules, rules regarding transfers of control and the 4.99% Rule, (iii) the Company shall issue up to 4.99% of the outstanding Class A Common Stock and such Holder shall retain its remaining Series 1 Warrants (in the case of Series 1 Warrants) or have its remaining Series 2 Warrants exchanged for Series 1 Warrants (in the case of Series 2 Warrants) if the exercising Holder has elected the Class A Common Stock and Warrant Election on its Election Form, (iv) the Company shall not issue any Common Stock to a Holder that has made a Warrant Election. The Company shall deliver or cause to be delivered any shares of Common Stock issued upon Exchange of Warrants by a Term Loan Holder in the form of Restricted Stock if such Holder has so elected on its Election Form.
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Common Stock Issuable Upon Exchange. Subject to the procedures of Section 3.4(c) and the FCC Ownership Conditions, on the Exchange Date (i) unless a Holder has made a Warrant Election, each Holder shall be deemed to have exercised all its Warrants and will receive Class B Common Stock, (ii) each Holder that has made a Class B Election shall receive only Class B Common Stock, (iii) each Holder that has not made a Class B Election shall be further deemed to have immediately exchanged all of the shares of Class B Common Stock issuable upon exercise of such Warrants for a like number of shares of Class A Common Stock, (iv) the Company shall issue up to 4.99 percent (or, if consistent with the 4.99 Percent Rule, up to 19.99 percent) of the outstanding Class A Common Stock to a Holder and such Holder shall retain its remaining Warrants if the exercising Holder has elected the Class A Common Stock and Warrant Election on its Election Form, and (v) a Holder shall retain its remaining Warrants in the event that all of such Holder’s Warrants are not exchanged for Common Stock.
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Related to Common Stock Issuable Upon Exchange

  • Reservation of Stock Issuable Upon Conversion The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • OVERALL LIMIT ON COMMON STOCK ISSUABLE Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock Issuance"). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Certificate of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(H).

  • Number of Shares Issuable upon Exercise From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the "Exercise Notice"), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable: