Issuance of Class A Common Stock Sample Clauses
Issuance of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue the shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the condition in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise.
Issuance of Class A Common Stock. As promptly as practicable following satisfaction of such Company Unitholder’s obligations under Section 2.1(a)(iv) or Section 2.1(b)(ii), as applicable, and in any event no later than three (3) Business Days after such obligations are satisfied, the Corporation or the Company, as applicable, shall deliver or cause to be delivered to such Company Unitholder, at the address set forth on such Unitholder’s signature page to the LLC Agreement (or at such other address as such party may designate to the Corporation), the number of shares of Class A Common Stock deliverable to such Company Unitholder upon such Exchange, if any, registered in the name of the relevant exchanging Company Unitholder, subject to the Company Unitholder’s execution of any letter of transmittal or other document required to be executed by the holders of Class A Common Stock. To the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Corporation or the Company, as applicable, will upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice. Notwithstanding anything to the contrary in this Agreement, no fractional shares of Class A Common Stock shall be issued as a result of any Exchange. In lieu of any fractional share of Class A Common Stock to which a Company Unitholder would otherwise be entitled in any Exchange, the Company or the Corporation, as applicable, shall pay to such Company Unitholder cash equal to such fraction multiplied by the Fair Market Value.
Issuance of Class A Common Stock. During the Supplemental Period, the Company shall not issue any additional shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or enter into any agreement or arrangement to do the same without giving the Stockholder pre-emptive rights which shall permit the Stockholder to acquire shares of Class A Common Stock concurrently with any such issuance.
Issuance of Class A Common Stock. The Company shall not issue any additional shares of Class A Common Stock (except upon exercise of the Warrants outstanding as of the date hereof) or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or enter into any agreement or arrangement to do the same without giving the Stockholder pre-emptive rights which shall permit the Stockholder to acquire shares of Class A Common Stock concurrently with any such issuance.
Issuance of Class A Common Stock. The Firm Shares and Option Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, and free and clear of all Liens imposed by the Company. The Firm Shares and Option Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization, issuance, and sale of the Firm Shares and Option Shares have been duly and validly taken. The Firm Shares and Option Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the General Disclosure Package, and the Prospectus.
Issuance of Class A Common Stock. As promptly as practicable following satisfaction of such Company Unitholder’s obligations under Section 2.1(a)(ii) or Section 2.1(b)(iv), as applicable, and in any event no later than three (3) Business Days after such obligations are satisfied, the Corporation or the Company shall deliver or cause to be delivered to such Company Unitholder, at the address set forth on such Unitholder’s signature page to the LLC Agreement (or at such other address as such party may designate to the Corporation), the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Company Unitholder. To the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Company will upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice. Notwithstanding anything to the contrary in this Agreement, no fractional shares of Class A Common Stock shall be issued as a result of any Exchange. In lieu of any fractional share of Class A Common Stock to which a Company Unitholder would otherwise be entitled in any Exchange, the Company or the Corporation shall pay to such Company Unitholder cash equal to such fraction multiplied by the closing price of a share of Class A Common Stock on the most recent trading day preceding the date on which the shares of Class A Common Stock otherwise deliverable in such Exchange are delivered.
Issuance of Class A Common Stock. (a) In consideration of the agreement set forth in Sections 1 and 2 hereof, conditioned upon, immediately prior to, and substantially concurrently with the closing of a Business Combination (the “Closing”):
(i) provided that the Holder remains in compliance with Sections 1 and 2 hereof, the Company shall issue (the “Share Issuance”) to the Holder (or to a designee elected by the Holder by notice to the Company and approved by the Company (the “Designee”), pursuant to Section 7 hereto) a number of shares of Class A common stock equal to the sum of the number of Non-Redeemed Shares multiplied by 3.444444 (the “Class A Common Stock”). The Class A Common Stock shall be issued directly to the Holder (or its Designee) in book-entry form on the books and records of the Company’s transfer agent electronically via the Direct Registration System of the Depository Trust Company or in such other manner as the Company and the Holder shall agree upon Closing; and
(ii) as further consideration for the issuance of Class A Common Stock to the Holder (or its Designee) pursuant to the Share Issuance, the Holder hereby agrees to pay to the Company, at least one (1) business day prior to the Closing, an amount equal to $0.01 per share of Class A Common Stock issued to the Holder (or its Designee) pursuant to the Share Issuance by wire transfer of immediately available funds, to accounts designated by the Company at a financial institution to be chosen by the Company.
(b) In connection with the Share Issuance pursuant to Section 3(a), the Holder (or its Designee) shall be entitled, with respect to the Class A Common Stock issued to it, to the registration rights set forth in that certain registration rights agreement, dated as of February 11, 2021 (as may be amended from time to time, the “Registration Rights Agreement”), among Social Leverage Acquisition Sponsor I LLC (the “Insider”), the Company and the certain other parties thereto and the Holder shall execute a joinder thereto to become a “Holder” (as defined therein).
(c) The Holder (or its Designee, as applicable) shall not be required to forfeit or transfer the Class A Common Stock pursuant to this Section 3. The Company acknowledges and agrees that any Class A Common Stock received by the Holder (or its Designee) in the Share Issuance shall not be changed as a result of any earn-outs, forfeitures, transfers, restrictions, amendments or other arrangements agreed to by the Insider with respect to the shares of the Company...
Issuance of Class A Common Stock. (a) As consideration of the agreements of Microsoft and MSCI in this Agreement, including without limitation Section 1.01, divine shall issue to Microsoft that number of shares of divine's Class A Common Stock equal to a number determined by dividing $5,000,000 by the average closing price of the Class A Common Stock as publicly reported by the Nasdaq National Market as of 4:00 p.m. Eastern Standard Time on the five (5) trading days prior to the Closing (the "Securities"), which such Securities are deliverable to Microsoft pursuant to and in compliance with Section 5.04(b).
(b) On or before the ninetieth (90th) day following Closing at which the Acquired Assets are conveyed to DWH, divine shall deliver to Microsoft one or more stock certificates evidencing the Securities to be issued to Microsoft pursuant to Section 5.04(a), registered in Microsoft's name. The Securities shall be either (i) issued under an effective registration statement under the Securities Act or (ii) subject to an effective registration statement for resale under the Securities Act.
(c) If divine fails to deliver the Securities to Microsoft pursuant to and in compliance with Section 5.04(b), divine shall transfer to Microsoft, upon Microsoft's request and as Microsoft's sole and exclusive remedy for breach of Section 5.04(b) as liquidated damages, either, as determined in the sole discretion of divine:
(i) in lieu of the issuance of the Securities, that number of shares of divine's Class A Common Stock equal to a number determined by dividing $6,250,000 by the lesser of (X) the average closing price of the Class A Common Stock as publicly reported by the Nasdaq National Market as of 4:00 p.m. Eastern Standand Time on the five (5) trading days prior to the ninetieth (90th) day following Closing or (Y) the average closing price of the Class A Common Stock as publicly reported by the Nasdaq National Market as of 4:00 p.m. Eastern Standard Time on the five (5) trading days prior to the Closing (the "Unregistered Securities"); or
(ii) in lieu of the issuance of the Securities, $5,000,000 in immediately available funds.
(d) The Unregistered Securities shall not be registered under the Securities Act; provided, however, that if divine elects delivery of the Unregistered Securities as Microsoft's liquidated damages, then, upon delivery of the Unregistered Securities to Microsoft, each of divine and Microsoft shall enter into the Registration Rights Agreement.
Issuance of Class A Common Stock. (a) Subject to the terms and conditions contained herein, the Company agrees to issue and deliver to ▇▇▇▇▇▇▇ at the Closing 3,325,000 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), to be authorized pursuant to the Charter Amendment (as defined herein) in exchange for all of the 3,325,000 shares of Company Common Stock owned by ▇▇▇▇▇▇▇ and certain members of his family or as to which ▇▇▇▇▇▇▇ currently holds an option to purchase (the "▇▇▇▇▇▇▇ Shares").
(b) Subject to the terms and conditions contained herein, ▇▇▇▇▇▇▇ agrees to deliver to the Company at the Closing the ▇▇▇▇▇▇▇ Shares in exchange for 3,325,000 shares of the Class A Common Stock.
Issuance of Class A Common Stock. As promptly as practicable following satisfaction of such Company Unitholder’s obligations under Section 2.1(a)(ii) or Section 2.1(b)(iv), as applicable, and in any event no later than three (3) Business Days after such obligations are satisfied, the Corporation or the Company shall deliver or cause to be delivered to such Company Unitholder, at the address set forth on Schedule A to the LLC Agreement (or at such other address as such party may designate to the Corporation), the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Company Unitholder. To the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Company will upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice.