Additional Issuance of Common Shares Sample Clauses

Additional Issuance of Common Shares. (a) The Company is expected to achieve EBITDA of US$25,000,000 (assuming the Jiangmen Acquisition is consummated during the 2010 fiscal year) or US$22,000,000 (assuming the Jiangmen Acquisition is not consummated during the 2010 fiscal year) (as applicable, the “2010 Target EBITDA”). The 2010 Target EBITDA however, shall be adjusted upwards to account for expected returns from utilization of all or a part of the Escrow Funds during 2010 fiscal year and such adjusted EBITDA shall become the new 2010 Target EBITDA. Furthermore, the 2010 Target EBITDA is subject to a downward adjustment of US$1,000,000 if Closing occurs after January 31, 2010. If the actual EBITDA of the Company for the 2010 fiscal year (“2010 Actual EBITDA”) is less than 90% of the applicable 2010 Target EBITDA, Investor may require the Company to issue to Investor that number of Common Shares equal to X (the “2010 Additional Shares”), where: X = ((A*B) – C)/(1 – A) Where:
Sample 1
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Additional Issuance of Common Shares. (a) The Company is expected to achieve EBITDA of US$25,000,000 (assuming the Jiangmen Acquisition is consummated during the 2010 fiscal year) or US$22,000,000 (assuming the Jiangmen Acquisition is not consummated during the 2010 fiscal year) (as applicable, the “2010 Target EBITDA”). The 2010 Target EBITDA however, shall be adjusted upwards to account for expected returns from utilization of all or a part of the Escrow Funds during 2010 fiscal year and such adjusted EBITDA shall become the new 2010 Target EBITDA. Furthermore, the 2010 Target EBITDA is subject to a downward adjustment of US$1,000,000 if Closing occurs after January 31, 2010. If the actual EBITDA of the Company for the 2010 fiscal year (“2010 Actual EBITDA”) is less than 90% of the applicable 2010 Target EBITDA, Investor may require the Company to issue to Investor that number of Common Shares equal to X (the “2010 Additional Shares”), where: X = ((A*B) - C)/(1 - A) Where: X = 2010 Additional Shares A = 2010 Target EBITDA / 2010 Actual EBITDA * Investor Ownership Percentage B = Total number of Equity Securities of the Company issued and outstanding on a Fully Diluted Basis, at the time of determination but prior to the issuance of 2010 Additional Shares C = Total number of Common Shares on a Fully Diluted Basis, at the time of determination but prior to the issuance of any 2010 Additional Shares The purchase price for the 2010 Additional Shares shall equal the product of the number of 2010 Additional Shares and the par value of each 2010 Additional Share.
Sample 1
Additional Issuance of Common Shares. If after the date hereof Holdco 2 proposes to issue from treasury any additional Common Shares, Holdco 2 shall first offer such Common Shares to the parties hereto (the "Eligible Shareholders") who then hold Common Shares by notice given to the Eligible Shareholders of the intention of Holdco 2 and the number of additional Common Shares proposed to be issued. Each Eligible Shareholder shall have the right to purchase his pro rata portion of the Common Shares so offered with such pro rata portion to be determined based on the number of Common Shares owned by such Eligible Shareholder at the date such notice is given relative to the total outstanding number of Common Shares as at such date. Each Eligible Shareholder shall have 20 Business Days from the date such notice is given to agree to take up and pay for the Common Shares so offered. Any Common Shares that the Eligible Shareholders have not agreed to take up and pay for within such 20 Business Days may be issued at any time within the ensuing 60 days to such persons as the Board in its discretion determines on terms not more favourable to the purchaser than the terms offered to the Eligible Shareholders.
Sample 1
Additional Issuance of Common Shares. If after the date hereof Canco 1 proposes to issue from treasury any additional Class A Common Shares or Class B Common Shares, Canco 1 shall first offer such Common Shares to the parties hereto (the "Eligible Shareholders") who then hold Common Shares of the class of Common Shares proposed to be issued (the "Offered Class") by notice given to the Eligible Shareholders of the intention of Canco 1 and the number and class of additional Common Shares proposed to be issued. Each Eligible Shareholder shall have the right to purchase his pro rata portion of the Common Shares so offered with such pro rata portion to be determined based on the number of Common Shares of the Offered Class owned by such Eligible Shareholder at the date such notice is given relative to the total outstanding number of Common Shares of the Offered Class as at such date. Each Eligible Shareholder shall have 20 Business Days from the date such notice is given to agree to take up and pay for the Common Shares so offered. Any Common Shares that the Eligible Shareholders have not agreed to take up and pay for within such 20 Business Days may be issued at any time within the ensuing 60 days to such persons as the Board in its discretion determines on terms not more favourable to the purchaser than the terms offered to the Eligible Shareholders.
Sample 1

Related to Additional Issuance of Common Shares

  • Issuance of Common Shares The Common Shares have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable, free from all taxes, liens, claims, encumbrances, and charges with respect to the issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof.

  • Additional Issuances There are no outstanding agreements or preemptive or similar rights affecting the Company's common stock or equity and no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of any shares of common stock or equity of the Company or other equity interest in any of the subsidiaries of the Company, except as described in the Reports or Other Written Information.

  • Issuance of Common Stock FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 113,636 shares of Common Stock as Initial Purchase Shares and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 242,529 shares of Common Stock as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 8,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in connection with the purchase of Purchase Shares (the “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Purchase Agreement.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Issuance of Commitment Shares In consideration for (i) the Investor’s execution and delivery of this Agreement and (ii) an initial investment of One Hundred Thousand Dollars ($100,000) by the Investor in the Company on the date hereof, the Company shall cause the Transfer Agent to issue, on the date of this Agreement, 242,529 shares of Common Stock (the “Initial Commitment Shares”) and 113,636 shares of Common Stock, the Initial Purchase Shares, directly to the Investor and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares and Initial Purchase Shares in the form as set forth in Exhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any termination of this Agreement. In connection with each Regular Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 404,216 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase of Purchase Shares and the denominator of which is Ten Million One Hundred Thousand Dollars ($10,100,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 404,216 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. Notwithstanding anything to the contrary herein, in the event that the Registration Statement is not declared effective by the SEC within 180 days from the date of this Agreement, than all of the Additional Commitment Shares shall, as of such date, be immediately fully earned irrespective of any termination of this Agreement and the Company shall immediately issue to the Investor all of the Additional Commitment Shares.

  • Additional Issuances of Notes Subject to clauses (ii), (iii), (iv) and (v) of Sections 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class A( - ) Notes, so long as the following conditions precedent are satisfied:

  • Initial Issuance (a) The Notes are being issued by the Company pursuant to a Dealer Managers Agreement, dated June 11, 2015 among the Company, the guarantors listed on Schedule B thereto, Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC. The Notes are being issued in exchange for a like aggregate principal amount of the 3.500% Senior Notes due 2016, 2.300% Senior Notes due 2017, 8.125% Senior Notes due June 23, 2019, 6.875% Senior Notes due 2020, 3.750% Senior Notes due 2023, 8.125% Senior Notes due 2040 and 7.000% Senior Notes due 2041 originally issued by Lorillard Tobacco Company and will not be registered under the Securities Act. The Notes will be issued (1) for Notes issued in reliance on Section 4(a)(2) of the Securities Act, only to qualified institutional buyers as defined in Rule 144A under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or (2) for Notes issued in accordance with Regulation S under the Securities Act, only outside the United States to persons other than U.S. persons (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act. Each series of Notes shall be issued in the form of a permanent global note, with each such global note to be deposited with the Trustee, as Custodian for the Depository, duly executed by the Company, and authenticated by the Trustee as hereinafter provided. Each such global note may be represented by more than one certificate, if so required by the Depository’s rules regarding the maximum principal amount to be represented by a single certificate. The global notes representing the Notes are sometimes collectively herein referred to as the “Global Notes.” The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them.

  • Issuance of the Warrant Shares (a) The Company agrees that the shares of Common Stock purchased hereby shall be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

  • Valid Issuance of the Units The Units have been duly authorized and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (A) matters described in the Registration Statement and the Prospectus and (B) Sections 17-303, 17-607 or 17-804 of the Delaware LP Act), and will conform in all material respects to the description thereof contained in the Prospectus.

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