Incremental Shares Clause Samples

The Incremental Shares clause defines the process by which additional shares may be issued to a party over time, typically based on the achievement of certain milestones or the passage of time. In practice, this clause might specify that an employee or investor receives extra shares upon meeting performance targets or after remaining with the company for a set period. Its core function is to incentivize continued engagement or performance by providing a structured mechanism for increasing equity ownership, thereby aligning interests and rewarding ongoing contributions.
Incremental Shares. If an event identified in Section 3(b)(i) occurs and as a result the Investor Group acquires Voting Securities which increase the Investor Group's percentage interest in the Voting Power to more than the Threshold Percentage (the "INCREMENTAL SHARES"), and thereafter the Triggering Person holds Voting Securities representing a percentage of the Voting Power less than the Threshold Percentage, then, upon the expiration of the Investor Group's right to dispose of the Incremental Shares as provided in Section 3(c)(ii) below, the Investor Group hereby grants to the Company or a designee selected with Disinterested Board Approval, for a period of ninety (90) days (subject to extension in the event of Investor's exercise of rights under Section 3(c)(ii) below), an option to acquire any Incremental Shares at a price equal to the price paid by the Investor Group for such shares, plus such expenses and costs reasonably necessary to acquire the Incremental Shares and incurred by the Investor Group in acquiring the Incremental Shares (including the Imputed Cost of Funds of the Investor Group of holding the Incremental Shares until acquired by the Company or such designee); provided, however, that the Investor Group shall not be obligated to sell any Voting Securities pursuant to this Section 3(c)(i) until such time as such sale would not subject the Investor Group to liability under Section 16(b) of the Exchange Act or any other applicable provision of Federal or state law.
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Incremental Shares. If an event identified in Section 3(a) occurs ------------------ and as a result the Investor Group acquires Voting Securities which increase the Investor Group's percentage interest in the Actual Voting Power to more than the Threshold Percentage (the "Incremental Shares"), and thereafter the Triggering ------------------ Person holds Voting Securities representing a percentage of the Total Voting Power less than the Threshold Percentage, then, upon the expiration of the Investor Group's right to dispose of the Incremental Shares as provided in Section 4(b) below, the Investor Group hereby grants to the Company, for a period of ninety (90) days (subject to extension in the event of Investor's exercise of rights under Section 4(b) below), an option to acquire any Incremental Shares at a price equal to the price paid by the Investor Group for such shares, plus such expenses and costs reasonably necessary to acquire the Incremental Shares and incurred by the Investor Group in acquiring the Incremental Shares (including the cost of funds of the Investor Group of holding the incremental Shares until acquired by the Company).
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Related to Incremental Shares

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

  • Additional Shares The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to an additional [●]3 Ordinary Shares (the “Additional Shares”), in each case solely for the purpose of covering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Additional Shares.

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.