Certain Issuances Sample Clauses
The 'Certain Issuances' clause defines the terms and conditions under which a company may issue additional shares, securities, or other financial instruments. Typically, this clause outlines the circumstances that permit such issuances, such as future financing rounds, employee stock options, or convertible securities, and may specify any rights or restrictions for existing shareholders, like preemptive rights or anti-dilution protections. Its core practical function is to provide transparency and set boundaries around the company's ability to issue new equity, thereby protecting existing investors from unexpected dilution and ensuring all parties understand how future issuances will be handled.
Certain Issuances. In the event that the Company sells or issues Common Shares after the Issuance Date at a price less than the Conversion Price in effect immediately prior to such sale or issuance, then the Conversion Price shall be reduced immediately thereafter so that it shall equal the price at which such Conversion Shares are sold or issued, as applicable.
Certain Issuances. (i) Without duplication of any other items contained in this Agreement, if at any time or from time to time CEDC shall issue (A) CEDC Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at CEDC’s sole election, (x) the closing sale price of one share of CEDC Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if requested by the Holdcos) having engaged an independent appraiser in such regard (the “Closing Price”), or (y) the volume weighted average trading price of one share of CEDC Common Stock on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of CEDC Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if requested by the Holdcos) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (B) rights, options, or warrants for, or securities convertible or exchangeable into, CEDC Common Stock entitling the holders thereof to subscribe for or purchase shares of CEDC Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at CEDC’s sole election, the Closing Price or the 30-Day FMV, then the number of unissued Consideration Shares thereafter issuable pursuant to Clause 5.2.1 shall be determined by multiplying the number of then unissued Consideration Shares by a fraction, the numerator of which shall be the number of shares of CEDC Common Stock outstanding on the date of issuance of such CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of CEDC Common Stock offered for subscript...
Certain Issuances. If at any time or from time to time the Company shall issue (other than in a Permitted Issuance) (i) Common Stock at a price per share that is lower at the date such issuance becomes a binding commitment of the Company than the then current Exercise Price or (ii) rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date such issuance becomes a binding commitment of the Company than the then current Exercise Price, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at the then current Exercise Price. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately before such date of issuance by the aforementioned fraction. Such adjustment shall be made whenever such shares of Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of Common Stock, rights, options, warrants or convertible or exchangeable securities. This Section 5.03 shall apply regardless of...
Certain Issuances. The Borrower shall not, and shall not permit any of its Subsidiaries to, issue, or agree to issue, any shares of its Capital Stock, including any warrants, options or other rights to acquire its Capital Stock (and including in Capital Stock for purposes of this Section 8.
Certain Issuances. No Credit Party shall, nor shall it permit any of its Subsidiaries to, issue, or agree to issue, any shares of its Stock, including any warrants, options or other rights to acquire its Stock (and including in Stock, for purposes of this Section 6.24, stock appreciation rights or similar rights), to any provider, underwriter or arranger of any secured financing to Borrower or any of its Subsidiaries (or any Affiliate of such provider, underwriter or arranger) in connection with the providing, underwriting or arranging of such financing.
Certain Issuances. Prior to the receipt of Shareholder Approval with respect to the limitations set forth in Section 3.6(d), so long as any Warrants are outstanding, in addition to any other approval that may be required by law or the certificate of incorporation of the Company, the written consent of the holders of the then outstanding Warrants exercisable for a majority of the Warrant Shares shall be necessary for the Company to take, or agree or commit to take, any action for which an adjustment to the Exercise Price would not be made pursuant to Section 3.6 solely as a result of the application of Section 3.6(d). Effective immediately upon such Shareholder Approval, this Section 8.10 shall cease to apply.
Certain Issuances. The approval of Investors affiliated with ----------------- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ shall be required prior to the issuance by the Company of any securities to Cendant Corporation prior to the effectiveness of a Registration Statement covering the Company's common stock for an initial public offering.
Certain Issuances. The Borrower shall not, and shall not permit any of its Subsidiaries to, issue, or agree to issue, any shares of its Capital Stock, including any warrants, options or other rights to acquire its Capital Stock (and including in Capital Stock for purposes of this Section 8.2.18 stock appreciation rights or similar rights), to any provider, underwriter or arranger of any secured financing to the Borrower or any of its Subsidiaries (or any Affiliate of such provider, underwriter or arranger) in connection with the providing, underwriting or arranging of such financing, unless
(i) prior written notice of such financing and such issuance setting forth the terms and conditions thereof is furnished to each Lender Committee Member, and
(ii) in the event the Lender Committee Members holding a majority of the Commitment Amount held in the aggregate by them determine that such Capital Stock, when taken together with all other compensation to be received by such provider, underwriter or arranger (including (x) structuring, underwriting, placement, arrangement and similar fees, (y) commitment, usage and similar fees and (z) interest and other charges in respect of credit actually extended, in each case whether payable in cash or other property), would exceed the compensation that such Lender Committee Members in good faith determine would be customary for such financing, the Borrower has issued to each Lender, or has caused its relevant Subsidiary to issue to each Lender, such Lender's pro rata portion (based on such Lender's Percentage of the Commitment Amount) of shares or rights of the class or type of Capital Stock issued or issuable in connection with such financing the aggregate value of which shares or rights such Lender Committee Members determine in good faith is equal to such excess multiplied by a fraction the numerator or which is equal to the Commitment Amount and the denominator of which is equal to the aggregate amount of such financing."
Certain Issuances. No Borrower shall, nor shall it permit any of its Domestic Subsidiaries to, issue, or agree to issue, any shares of its Stock, including any warrants, options or other rights to acquire its Stock (and including in Stock, for purposes of this Section 6.22, stock appreciation rights or similar rights), to any provider, underwriter or arranger of any secured financing to any Borrower or any of such Borrower's Domestic Subsidiaries (or any Affiliate of such provider, underwriter or arranger) in connection with the providing, underwriting or arranging of such financing.
Certain Issuances. From the Closing until such time as the Holder and its Permitted Transferees first cease to own at least forty percent (40%) of the Acquired Shares received by the Holder pursuant to Article II of the Contribution Agreement (without giving effect to any Net Qualifying Sales that have been completed), if the Company makes any public or non-public offering of any Equity Securities for cash (any such security, other than Exempted Securities, a “New Security”), the Holder shall be afforded the opportunity to acquire from the Company the Holder’s Pro-Rata Portion of such New Securities for the same price as that offered to the other purchasers of such Equity Securities (except, in the case of any Equity Securities otherwise subject to a public offering, the purchase price shall be the gross price of such Equity Securities and shall not be net of any underwriters’ discount, commission or similar fee); provided that, if the acquisition of such New Securities by the Holder would result in the Holder and its BHCA Affiliates Controlling a Voting Percentage with respect to the Company that is greater than the then-applicable Voting Ownership Threshold, then the Company shall, in lieu thereof, issue shares of Preferred Stock in an amount equal to the Voting Securities of the Company represented by the New Securities to be acquired by the Holder in excess of the then-applicable Voting Ownership Threshold. The amount of New Securities (or shares of Preferred Stock in lieu thereof in accordance with the preceding sentence) that the Holder shall be entitled to purchase in the aggregate shall be determined by multiplying (1) the total number of such offered shares of New Securities by (2) the Holder’s Pro-Rata Portion as of the date of the Participation Rights Notice.