Securities Issuances Sample Clauses
Securities Issuances. In the event that the Company or any of its subsidiaries (A) issues or sells any Common Stock or convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock (“Convertible Securities”) or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding, at or to an effective Per Share Selling Price (as defined below) which is less than the greater of (I) the closing sale price per share of the Common Stock on the principal market on which the Common Stock is traded the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options (“Fair Market Price”), or (II) the Current Warrant Price, then in each such case the Current Warrant Price in effect immediately prior to such issue or sale or record date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Current Warrant Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Fair Market Price or Current Warrant Price, as the case may be, and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provision shall not apply to any issuances or sales of Common Stock or Convertible Securities (i) pursuant to any Convertible Securities currently outstanding on the date hereof in accordance with the terms of such Convertible Securities in effect on the date hereof, or (ii) to any officer, director or employee of the Company pursuant to a bona fide option or equity incentive plan duly adopted by the Company. The Company shall give to the Warrantholder written notice of any such sale of Common Stock within 24 hours of the closing of any such sale and shall within such 24 hour period issue a press release announcing such sale if such sale is a material event for, or otherwise material to, the Company. For the purposes of the foregoing adjustments, in the case of the i...
Securities Issuances. All issuances of securities by the Company have been registered under the Securities Act, the Securities Act of the State of Colorado, and all other applicable laws or were exempt from any such registration requirements.
Securities Issuances. Issue, or obligate itself to issue (i) additional Units, (ii) Convertible Securities, or (iii) any other securities with any rights senior to or on a parity with those granted to the Investor herein as to distributions, put rights, liquidation preferences, voting rights or otherwise.
Securities Issuances. Except as contemplated herein with respect to the Representative’s Purchase Options, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined in the FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. Except as set forth on Schedule 2.19.5, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of FINRA.
Securities Issuances. (a) Upon any issuance of any shares of Common Stock, rights or options to acquire Common Stock or securities convertible or exchangeable into Common Stock (other than Qualifying Employee Stock) or the amendment to or change in the number of shares of Common Stock deliverable upon the exercise, conversion or exchange of such securities (in each case, other than issuances, amendments or changes covered by Sections 5.1, 5.2, 5.3 or 5.4), the Company shall issue to Holders of Warrants, on a pro rata basis, such additional Warrants having the same terms as the then-outstanding Warrants as may be necessary in order that the aggregate percentage of Common Stock on a Fully Diluted Basis (excluding Qualifying Employee Stock) issuable upon exercise of all the outstanding Warrants shall not be diminished on account of such issuance.
Securities Issuances. Except as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, for a period of 12 months prior to and including the date of the Closing, the Company has not offered or sold any of its securities in Israel, except for the issuance of the Ordinary Shares, options to purchase Ordinary Shares exercisable under the Company’s equity incentive plans and preferred shares, which are exempt from prospectus requirements under the Israeli Securities Law or otherwise as described in the Registration Statement.
Securities Issuances. All securities issued by the Company or any of its subsidiaries, have been issued and sold in compliance with (i) all applicable federal and state securities laws and the laws of the applicable jurisdiction of incorporation of the issuing entity, except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (ii) to the extent applicable to the issuing entity, the requirements of the New York Stock Exchange.
Securities Issuances. (a) The shares of Parent Common Stock to be issued in connection with the Merger are expected to be securities exempt from registration under the Securities Act by reason of Section 3(a)(10) thereof and are intended to be issued pursuant to a fairness hearing (the "Hearing") conducted pursuant to Section 25142 of the California Corporate Securities Laws of 1968, as amended (the "California Law") and under applicable state blue sky laws. Subject to this Section 5.2, Parent shall use commercially reasonable efforts to file with the California Department of Corporations (the "Department"), as promptly as practical after the execution of this Agreement (and in no event later than 14 days following the date hereof) an Application for Qualification of Securities under Section 25121 of the California Law, a proposed Notice of the Hearing and a request for the Hearing to be held by the Department to consider the terms, conditions and fairness of the transactions contemplated by this Agreement and the Merger pursuant to Section 25142 of the California Law including all required exhibits thereto (the "Application"). Parent and Company shall use commercially reasonable efforts to obtain a permit pursuant to Section 25121 of the California Law and the Application to issue such shares (the "Permit") as promptly as practicable (and in no event later than 51 days following the date hereof).
(b) Parent shall use commercially reasonable efforts to prepare, with the cooperation of the Company, as promptly as practicable after the execution of this Agreement (and in no event later than 14 days following the date hereof) the Application. Parent and the Company shall each use commercially reasonable efforts to cause the Permit Application to comply with the requirements of applicable federal and state laws. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Application, or in any amendments or supplements or exhibits thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Application. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that mig...
Securities Issuances. GC issued shares of its common stock pursuant to its Private Placement Memorandum dated June 2001 and the Preferred Stock pursuant to a Private Placement Memorandum in 2002. These issuances of securities were conducted lawfully in accordance with applicable federal and state securities laws. These securities were not registered under the 1933 Act or State securities laws because these issuances were exempt from the registration requirements of said laws.
Securities Issuances. ECONTENT represents that all of the existing and outstanding shares were lawfully issued and are dutifully accounted for in the financial statements and with the company's transfer agent.