Right to Receive Additional Shares Clause Samples

Right to Receive Additional Shares. (a) Promptly following June 30, 1998 (but in no event later than October 15, 1998), Provant will determine 1998 EBIT. (i) In the event 1998 EBIT is $1.026 million or less, no Additional Shares shall be issued in respect of the Shares. (ii) In the event 1998 EBIT is greater than $1.026 million but less than $1.6 million, there shall be issued in respect of each Share that number of Additional Shares determined by (A) multiplying $3.3 million by a fraction, the numerator of which shall be the amount by which 1998 EBIT exceeds $1.026 million and the denominator of which shall be $574,000, (B) dividing the product obtained pursuant to clause (A) by the IPO Price, and (C) multiplying the quotient obtained pursuant to clause (B) by the Fraction. (iii) In the event 1998 EBIT equals or exceeds $1.6 million, there shall be issued in respect of each Share that number of Additional Shares determined by multiplying the Fraction times the quotient obtained by dividing $3.3 million by the IPO Price. Provant shall not issue any fractional share of Provant Common Stock; in lieu of issuing a fractional share, Provant shall make a cash payment in accordance with Section 2.9. (b) No later than October 15, 1998, Provant shall deliver to each former stockholder of the Company a statement showing in reasonable detail Provant's computation of 1998 EBIT, together with a stock certificate representing any Additional Shares and a check in payment for any fractional Additional Share to which such stockholder may be entitled pursuant to subsection (a). Provant shall maintain, and shall cause the Surviving Corporation to maintain, complete books and records necessary for the proper computation of 1998 EBIT. The Stockholders (and only the Stockholders, acting as representatives of all former stockholders of the Company and all former holders of Company Options, as provided in subsection (g) below), acting unanimously, shall have the right at their expense, through an independent certified public accountant reasonably acceptable to Provant, to audit such books and records and the books and records of the Company solely for the purpose of satisfying the accuracy of the computation of 1998 EBIT made by Provant, (c) Any dispute as to the correct computation of 1998 EBIT shall be referred to the First Accountants for determination. If the Stockholders do not unanimously elect to dispute the First Accountants' determination of 1998 EBIT within 30 days following the delivery thereof to the St...
View SourceView Similar (7)
Right to Receive Additional Shares. Except as set forth in the Memorandum, the SEC Reports or in connection with the Units issued in this Offering, no existing shareholder of the Company has any right to cause the Company to issue additional shares of Common Stock (the “Existing Right Issuances”) to such shareholder.
View SourceView Similar (6)
Right to Receive Additional Shares. Except as set forth in the SEC Reports, shares to be issued to previous shareholders as set forth in Schedule 6.7 hereto, or in connection with the Shares issued in this Offering, no existing shareholder of the Company has any right to cause the Company to issue additional shares of Common Stock or other securities to such shareholder.
View SourceView Similar (5)
Right to Receive Additional Shares. If, after OSICOM has purchased the ABCN Shares but prior to April 15, 1998, (the "Adjustment Period"), ABCN issues or ABCN sells common stock or any security convertible into or exchangeable for common stock of ABCN (a "ABCN Share Offering or Sale") for a price (the "Lower Offering Price") less than the purchase price per share for the ABCN Shares purchased by OSICOM under Sections 1.1, 1.2, or 1.3 of this Agreement, such purchase price under Sections 1.1, 1.2, or 1.3 of this Agreement will be reduced retroactively to the Lower Offering Price and ABCN will issue to OSICOM (an "Adjustment") the number of additional shares of common stock that OSICOM would have received if its investment had been at a per share purchase price equal to the Lower Offering Price. If, subsequent to an Adjustment, one or more ABCN Share Offerings or Sales occur during the Adjustment Period, for a price less than the Lower Offering Price (or such lower purchase price to which OSICOM's purchase price for the OSICOM Shares has been adjusted), a further Adjustment to the purchase price of such ABCN Shares will be made in the same manner as the initial Adjustment and ABCN will issue to OSICOM the appropriate number of additional common shares.
View SourceView Similar (2)
Right to Receive Additional Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, HAYES agrees that if it: (i) issues any shares of its capital stock (▇▇ "▇ssuance"); and (ii) such Issuance would result in the ratio of the Shares to the "Outstanding Shares" (as hereinafter defined) prior to such Issuance (the "Old Percentage") being greater than the ratio of the Shares to the Outstanding Shares after such Issuance (the "New Percentage"); then (iii) MPLC shall have the right to purchase from HAYES, at a price of $.01 per share, such number of shares of the Com▇▇▇ ▇tock of HAYES as is determined by the following formula (the "Make-Up Shares"): MS = (OS + IS)0% - ES ---------------- 1-0` in which: MS = The number of Make-Up Shares of HAYES that MPLC would be entitled to purchase under t▇▇▇ ▇rovision; 0S = The aggregate number of shares of Common Stock of HAYES outstanding immediately prior to the issuance ▇▇ ▇▇ares in the Issuance (the "Outstanding Shares"); IS = The number of shares of Common Stock of HAYES proposed to be issued in such Issuance; ▇% = The Old Percentage; ES = The number of Shares held by MPLC immediately prior to such Issuance; and
View Source
Right to Receive Additional Shares. Except as set forth on Schedule 3.38 or in connection with the Units issued in this Offering, no existing shareholder of the Company has any right to cause the Company to issue additional shares of Common Stock (the “Existing Right Issuances”) to such shareholder.
View Source

Related to Right to Receive Additional Shares

  • Distribution of Additional Shares, Rights, etc If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

  • Rights of the Holders to Receive Payment Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed or provided for in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

  • Unconditional Right of Holders to Receive Payment Notwithstanding any other provision in this Indenture and any other provision of any Note, the right of any Holder of any Note to receive payment of the principal of, premium, if any, and interest on such Note on or after the respective Stated Maturities (or the respective Redemption Dates, in the case of redemption) expressed in such Note, or after such respective dates, shall not be impaired or affected without the consent of such Holder. ARTICLE SIX

  • Unconditional Right of Holders to Receive Principal, Premium and Interest Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

  • 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.