Default Shares Sample Clauses
The Default Shares clause defines the allocation of shares or ownership interests in a company or entity when no specific distribution has been otherwise agreed upon. Typically, this clause outlines the standard or fallback method for dividing shares among founders, investors, or other stakeholders, often based on predetermined percentages or equal distribution. Its core practical function is to ensure clarity and prevent disputes by providing a clear default mechanism for share allocation in the absence of explicit instructions.
Default Shares. (i) In the event that the registration statement required to be filed pursuant to Section 4(b) relating to the Shares delivered at the First Closing shall not be declared effective by the SEC within 180 days from the date of the First Closing, the Company shall issue and deliver, free of charge and without cost, to the Investors (i) within 10 days of such 180th day, certificates representing a number of fully paid, non-assessable shares of Common Stock equal to the aggregate of 2% of the Shares issued or issuable with respect to the First Closing (with additional shares issued pursuant to this Section 4(h) referred to as "DEFAULT SHARES") and (ii) within 10 days of the last date of each additional 30-day period in which such registration statement shall not have been declared effective by the SEC, additional certificates representing a number of fully paid, non-assessable shares of Common Stock equal to 2% of the aggregate of such Shares and any Default Shares issued under this Section 4(h)(i);
(ii) In the event that the registration statement required to be filed pursuant to Section 4(b) relating to the Shares delivered at the Second Closing shall not be declared effective by the SEC within 180 days from the date of the Second Closing, the Company shall issue and deliver, free of charge and without cost, to the Investors (i) within 10 days of such 180th day, certificates representing a number of fully paid, non-assessable shares of Common Stock equal to the aggregate of 2% of the Shares issued or issuable with respect to the Second Closing and (ii) within 10 days of the last date of each additional 30-day period in which such registration statement shall not have been declared effective by the SEC, additional certificates representing a number of fully paid, non-assessable shares of Common Stock equal to 2% of the aggregate of such Shares and any Default Shares issued under this Section 4(h)(ii). The obligation of the Company to issue shares of Common Stock under this Section 4(h)(ii) is separate and distinct from its obligation under Section 4(h)(i) and shall be cumulative and in addition to its obligation under Section 4(h)(i).
(iii) Any Default Shares shall be allocated pro rata among the Investors based on the number of Shares purchased by each under this Agreement. Any and all shares of Common Stock issued and delivered by the Company pursuant to this Section 4(h) shall constitute "Registrable Securities," and the Company shall be required to registe...
Default Shares. (a) If any Purchaser (a "Defaulting Purchaser") fails or refuses to purchase and pay for the number of Additional Shares agreed to be purchased by such Purchaser at any Additional Closing, the Company shall immediately give notice thereof to the Purchasers other than the Defaulting Purchaser (the "Non-Defaulting Purchasers").
(b) Wall▇▇-▇▇▇▇▇▇ ▇▇▇ll have the option, which must be exercised by written notification to the Company and the other Non-Defaulting Purchasers within ten (10) Business Days of receipt of the notice set forth in Section 2.3(a) hereof (the "Option Period"), to purchase all or any portion of the Additional Shares which the Defaulting Purchaser failed or refused to purchase (the "Default Shares"). If Wall▇▇-▇▇▇▇▇▇ ▇▇▇ls to notify the Company and the other Non-Defaulting Purchasers of its intent to exercise such option, or if such option is exercised by Wall▇▇-▇▇▇▇▇▇ ▇▇▇ fewer than all of the Default Shares, then the Company shall so notify all of the other Non-Defaulting Purchasers no later than two (2) Business Days after the expiration of the Option Period, and the remaining Non-Defaulting Purchasers shall have the option, which must be exercised by written notification to the Company and all other Non-Defaulting Purchasers within five (5) Business Days after the date of the aforesaid notice from the Company, to purchase the remaining Default Shares in the same proportions as their purchases of the Initial Shares, or in such proportions as such Non-Defaulting Purchasers may otherwise agree, all upon the price, terms and conditions set forth herein.
(c) If the Non-Defaulting Purchasers (or any of them) elect to exercise their option to purchase some or all of the Default Shares, the issuance and purchase of such Default Shares shall take place at a closing (the "Default Shares Closing") to be held at the principal executive offices of the Company at 10:00 a.m., local time, within twenty (20) Business Days following the expiration of the Option Period (the "Default Shares Closing Date"). At each Default Shares Closing, the Company shall deliver to the Non-Defaulting Purchasers the Default Shares to be purchased at such Default Shares Closing against delivery by the Non-Defaulting Purchasers to the Company of the purchase price therefor, payable by wire transfer of immediately available funds to an account or accounts of the Company designated in writing by the Company.
(d) In addition to and not in limitation of the right of the Non-Defa...
Default Shares. In the event that there exists an Event of Default (as defined in the Promissory Note) with respect to any Promissory Note, the Purchaser shall have the option, at the Second Closing, the Third Closing or the Fourth Closing, to receive an amount of shares of Common Stock equal to the product of (a) the aggregate amount of Default Interest (as defined in such Promissory Note) due and payable under such Promissory Note, multiplied by (b) 0.24 (the “Default Shares”). Purchaser’s receipt of such Default Shares shall be deemed payment of the Default Interest on such Promissory Note and shall be in addition to, and shall not limit or reduce the amount of, any Purchased Shares that Purchaser is entitled to purchase pursuant to this Agreement.
Default Shares if a Founder ceases to be employed or engaged by the Company in circumstances where he or she is a Bad Leaver, the Company may by written notice, buy back all (but not some only) of the vested Shares held by that Founder (Default Shares) or direct that Founder to transfer to a person nominated by the Board all of the Default Shares at the price set out in clause 14.6;
Default Shares. 13 2.4 FINANCIAL ACCOUNTING POSITIONS; TAX REPORTING...........................................................15 2.5
Default Shares. The provisions of Section 2.1(c) and 2.3 of the Original Agreement shall not apply to JHW II's failure to purchase and pay for the JHW II Additional Shares on the date hereof, but shall only apply in the event JHW II fails or refuses to pay for the JHW II Additional Shares, in accordance with the terms and subject to the conditions of the Agreement, on the JHW II Second Closing Date.
Default Shares. 10 2.4 Financial Accounting Positions; Tax Reporting.....................11 2.5
Default Shares. (a) If any Purchaser (a "DEFAULTING PURCHASER") fails or refuses to purchase and pay for the number of Additional Shares agreed to be purchased by such Purchaser at the Second Closing, the Company shall immediately give notice thereof to the Purchasers other than the Defaulting Purchaser (the "NON-DEFAULTING PURCHASERS").
(b) The Non-Defaulting Purchasers shall have the option, which must be exercised by written notification to the Company and the other Non-Defaulting Purchasers
Default Shares a Key Person ceases to be employed or engaged by the Company in circumstances where he or she is a Bad Leaver, the Company may by written notice, buy back all (but not some only) of the Shares held by, and from, that Key Person (Default Shares) or direct that Key Person to transfer to a person nominated by the Board all of the Default Shares at the price set out in clause 17.7.
Default Shares. In the event that the registration statement to be filed pursuant to Section 4(b) shall not be declared effective by the SEC within 135 days from the Closing Date (the "DEFAULT DATE"), regardless of whether or not such registration statement shall have been filed, the Company shall issue and deliver, free of charge and without cost, to the Investor (i) within 10 days of the Default Date, certificates representing a number of fully paid, non-assessable shares of Common Stock equal to 5% of the Conversion Shares and the Warrant Shares and (ii) within 10 days of the last date of each additional 30-day period in which such registration statement shall not have been declared effective by the SEC, additional certificates representing a number of fully paid, non-assessable shares of Common Stock equal to 5% of the Conversion Shares, the Warrant Shares and any issued Default Shares. Notwithstanding anything to the contrary contained in this Section 4(g), the 135-day period preceding the Default Date or an additional 30-day period referred to above shall be extended for a period of time equal to the number of days in which an act of God, earthquake, fire, other natural disaster, shut-down of the United States government, strike or act of war occurring during such period continues and reasonably prevents action from being taken to achieve effectiveness of the registration statement. Any and all shares of Common Stock issued and delivered by the Company pursuant to this Section 4(g) shall constitute "Registrable Securities," and the Company shall be required to register them under the Securities Act in accordance with the provisions of this Agreement.