Number of Additional Shares Clause Samples

Number of Additional Shares. The number of Additional Shares by which the Conversion Rate shall be increased shall be determined by reference to the table below, with reference to the date such Fundamental Change transaction becomes effective (the “Fundamental Change Effective Date”) and the price (the “Share Price”) paid per share of Common Stock in such Fundamental Change transaction. If the holders of Common Stock receive only cash in the Fundamental Change transaction, the Share Price shall be the cash amount paid per share of Common Stock. Otherwise, the Share Price shall be the average of the Closing Prices of the Common Stock on the five Trading Days immediately prior to but not including the Fundamental Change Effective Date. As of any date upon which the Conversion Rate is adjusted pursuant to Section 13, the Share Prices set forth in the first row of the table below shall be adjusted by the Company such that the adjusted Share Prices shall equal the Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted pursuant to Section 13. If the Share Price is between two Share Prices in the table, or the Fundamental Change Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Share Prices and the two Effective Dates, as applicable, based on a 365-day year. If the Share Price is in excess of $40.00 per share (subject to adjustment as set forth herein), or if the Share Price is less than $4.00 per share (subject to adjustment as set forth herein), no Additional Shares will be added to the Conversion Rate. [·]-09 50.0000 46.0003 41.5267 34.8385 26.1594 21.1836 14.3705 10.9497 7.2809 5.6892 [·]-10 50.0000 43.9440 39.6511 33.0145 25.0260 20.2654 13.5942 10.2582 7.0385 5.1628 [·]-11 50.0000 41.1360 37.1115 30.9136 23.4248 18.7203 12.7812 9.5478 6.4523 5.0291 [·]-12 50.0000 37.2409 33.5946 27.9166 21.1402 16.8786 11.3230 8.6454 5.7261 4.4736 [·]-13 50.0000 31.9489 28.7922 24.0022 18.0230 14.3540 9.6154 7.3421 4.9131 3.8419 [·]-14 50.0000 24.8885 22.1294 18.3662 13.7871 11.0362 7.3390 5.5413 3.6946 2.7682 [·]-15 50.0000 22.2222 13.4875 10.6574 7.9701 6.3473 4.2364 3.1793 2.1144 1.5746 [·]-16 50.0000 22.2222 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000...
View SourceView Similar (2)
Number of Additional Shares. (per $1,000 principal amount of Notes) 4, 5 Make-Whole Effective Date $ 44.43 $ 49.01 $ 55.54 $ 66.65 $ 77.75 $ 88.86 $ 106.63 $ 124.40 $ 142.18 $ 159.95 , 2017 6.896 5.825 4.666 3.340 2.499 1.940 1.374 1.030 0.804 0.646 , 2018 6.317 5.212 4.028 2.710 1.916 1.418 0.952 0.693 0.534 0.428 , 2019 5.781 4.600 3.334 1.959 1.200 0.789 0.475 0.334 0.257 0.208 , 2020 5.428 4.171 2.760 1.022 0.021 — — — — — , 2021 5.161 3.931 2.577 0.947 0.020 — — — — — , 2022 4.718 3.522 2.261 0.817 0.020 — — — — — , 2023 3.880 2.703 1.602 0.543 0.020 — — — — — provided, however, that:
View Source
Number of Additional Shares. It is acknowledged and agreed ---------------------------- that for the purposes of determining the dilution pursuant to this Section 10, the number of Additional Shares shall equal the number of Additional Shares actually issued and sold with respect to the applicable Capital Call.
View Source
Number of Additional Shares. Underwriter To Be Purchased To Be Purchased Time of Sale Prospectus
View Source
Number of Additional Shares. Selling Shareholder To Be Sold To Be Sold Pricing Term Sheet Compass Diversified Holdings [FORM OF LOCK-UP LETTER]
View Source
Number of Additional Shares. Public Offering Price per Firm Share: $ Public Offering Price per Additional Share: $ Underwriting Discount per Firm Share: $ Underwriting Discount per Additional Share: $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Additional Share (before expenses): $ Bin Xue Ai ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Tu ▇▇▇▇▇ ▇▇▇▇ TLCW Ventures Pte. Ltd. GBUY GLOBAL LTD Rocket Internet Capital Partners II SCS Wavemaker Pacific 3, L.P. ▇▇▇▇ ▇▇▇ Tie ▇▇▇ ▇▇ ▇▇▇▇ Xianhui ▇▇▇▇ ▇▇▇▇ FUND ▇▇ ▇▇▇▇ Kai ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ TAN Beng Kiat ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ HONG Haicheng SEE ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ Lojanagosin Teepakom WINMARK INVESTMENT HOLDINGS LIMITED Global Founders Capital Gmbh &Co. KB-MDI CENTAURI MASTER FUND PTE. LTD. Rocket Internet Capital Partners (Euro) ii Scs WBUYSEED PTE. LTD. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Long Name of Subsidiary Jurisdiction of Incorporation or Organization New Retail International Pte. Ltd. Singapore The Shopaholic Bear Pte. Ltd. Singapore Bear & Bear Pte. Ltd. Singapore PT Webuy Social Indonesia Indonesia [ ], 20233 ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 39th Floor New York, NY 10022 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) in connection with the proposed underwriting agreement (the “Underwriting Agreement”) between WEBUY GLOBAL LTD, a Cayman Islands company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of the Company. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of closing of the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, ...
View Source
Number of Additional Shares. = A x B --- C Where A = Total number of additional shares of Pres▇▇▇-▇▇▇. Common Stock necessary to enable Purchaser and its affiliates to achieve the desired ownership target; B = Total number of shares of Pres▇▇▇-▇▇▇. Common Stock owned by Seller (after giving effect to the sale of the Shares specified in Section 1.1 of this Agreement); and C = Total number of shares of Pres▇▇▇-▇▇▇. Common Stock owned by each of the Series B shareholders identified on Schedule 3.4 attached hereto (after giving effect to the sale of the Shares specified in Section 1.1 of this Agreement and in Section 1.1 of each of the agreements entered into with the other Series B Shareholders in connection with the Series B Offer). (b) The number of additional shares of Series B Common Stock to be purchased pursuant to this Section 4.1 (if any) shall be set forth in the notice delivered by Purchaser to Seller in accordance with Section 1.3 of this Agreement. The purchase and sale of any additional shares of Series B Common Stock pursuant to this Section 4.1 shall occur in the same manner and at the same time as the transaction provided for in Article I of this Agreement. The term "Shares," as used in this Agreement, shall refer equally to any additional shares of Series B Common Stock purchased and sold pursuant to this Section 4.1.
View Source
Number of Additional Shares. Selling Stockholder Class A Common Stock ------------------- -------------------- BancBoston Investments, Inc. 71,305 Pyramid Ventures, Inc. 72,567 Boston Ventures Limited Partnership IV 82,353 Boston Ventures Limited Partnership IVA 57,949 Marcus, Mr. Larry D. ▇▇,94▇ ▇▇▇▇▇▇ Investments, L.P. 6,405
View Source

Related to Number of Additional Shares

  • 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.

  • Listing of Additional Shares On or before the Closing Date of this Agreement, the Company shall have received clearance from The Nasdaq Stock Market, Inc. with respect to the Company’s application for the additional listing of the securities sold in the Offering.

  • Issuance of Additional Shares (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.

  • Issuance of Additional Shares, ADSs etc The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, (viii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of English counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of England and Wales and (2) all requisite regulatory consents and approvals have been obtained in England and Wales. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).