Common use of Deemed Issuance of New Securities Clause in Contracts

Deemed Issuance of New Securities. In the event the Company at any time or from time to time after the Issuance Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any series of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be New Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that New Securities shall not be deemed to have been issued unless the consideration per Ordinary Share (determined pursuant to section 2(b)(iv) hereof and adjusted by the then applicable ADS-to-Ordinary Share ratio if the consideration per Ordinary Share for the issuance of New Securities is expressed as an amount per ADS) of such New Securities would be less than the Exercise Price, as provided for by section 2(b)(ii), in effect on the date of and immediately prior to such issue or record date, as the case may be, and provided further that in any such case in which New Securities are deemed to be issued:

Appears in 4 contracts

Samples: Convertible Note and Warrant Purchase Agreement, Convertible Note and Warrant Purchase Agreement, Convertible Note and Warrant Purchase Agreement (The9 LTD)

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Deemed Issuance of New Securities. In the event the Company at any time or from time to time after the Issuance Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any series of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be New Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that New Securities shall not be deemed to have been issued unless the consideration per Ordinary Share (determined pursuant to section 2(b)(ivSection 7(c)(iv) hereof and adjusted by the then applicable ADS-to-Ordinary Share ratio if the consideration per Ordinary Share for the issuance of New Securities is expressed as an amount per ADS) of such New Securities would be less than the Exercise Conversion Price, as provided for by section 2(b)(iiSection 7(c)(ii), in effect on the date of and immediately prior to such issue or record date, as the case may be, and provided further that in any such case in which New Securities are deemed to be issued:

Appears in 4 contracts

Samples: Convertible Note and Warrant Purchase Agreement, Convertible Note and Warrant Purchase Agreement, Convertible Note and Warrant Purchase Agreement (The9 LTD)

Deemed Issuance of New Securities. In the event the Company at any time or from time to time after the Issuance Date date hereof shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any series of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be New Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that New Securities shall not be deemed to have been issued unless the consideration per Ordinary Share (determined pursuant to section 2(b)(ivClause 14.7(e) hereof and adjusted by the then applicable ADS-to-Ordinary Share ratio if the consideration per Ordinary Share for the issuance of New Securities is expressed as an amount per ADShereof) of such New Securities would be less than the Exercise Price, as provided for by section 2(b)(ii), Applicable Conversion Price in effect on the date of and immediately prior to such issue or record date, as the case may be, and provided further that in any such case in which New Securities are deemed to be issued:

Appears in 2 contracts

Samples: Shareholders Agreement (ZEEKR Intelligent Technology Holding LTD), Shareholders Agreement (ZEEKR Intelligent Technology Holding LTD)

Deemed Issuance of New Securities. In the event the Company at any time or from time to time after the Series C+ Issuance Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any series or class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such numbernumber for anti-dilution adjustments) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefortherefore, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be New Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that such New Securities shall not be deemed to have been issued unless the consideration per Ordinary Share (determined pursuant to section 2(b)(ivArticle 8.3(E)(5)(e) hereof and adjusted by the then applicable ADS-to-Ordinary Share ratio if the consideration per Ordinary Share for the issuance of New Securities is expressed as an amount per ADShereof) of such New Securities would be less than the Exercise Price, as provided for by section 2(b)(ii), applicable Conversion Price in effect on the date of and immediately prior to such issue or record date, as the case may beprovided for by Article 8.3(E)(5)(d), and provided further that in any such case in which New Securities are deemed to be issued:

Appears in 1 contract

Samples: Agora, Inc.

Deemed Issuance of New Securities. In the event that the Company at any time or from time to time after the Issuance Date shall issue issues any Options or Convertible Securities or shall fix a record date for the determination of holders of any class or series of securities shares of the Company entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such numbernumber that would result in an adjustment pursuant to Article 13.2(c)(ii)) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such OptionsSecurities, shall be deemed to be New Securities issued as of at the time of such issue or, in case such a record date shall have been fixed, as of at the close of business on such record date; provided, provided that New Securities shall not be deemed to not have been issued issued, unless the consideration issue price per Ordinary Share (as determined pursuant to section 2(b)(iv) hereof and adjusted by the then applicable ADS-to-Ordinary Share ratio if the consideration per Ordinary Share for the issuance of New Securities is expressed as an amount per ADSArticle 13.2(e)) of such New Securities would be less than the Exercise Price, as provided for by section 2(b)(ii), Conversion Price in effect on the date of and immediately prior to such issue issue, or such record date, as the case may be; provided, and provided further further, that in any such case in which New Securities are deemed to be issued:

Appears in 1 contract

Samples: Series a Preferred Share Subscription Agreement (GDS Holdings LTD)

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Deemed Issuance of New Securities. In the event the Company at any time or from time to time after the Issuance Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any series of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be New Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that New Securities shall not be deemed to have been issued unless the consideration per Ordinary Share (determined pursuant to section 2(b)(iv7(c)(iv) hereof and adjusted by the then applicable ADS-to-Ordinary Share ratio if the consideration per Ordinary Share for the issuance of New Securities is expressed as an amount per ADS) of such New Securities would be less than the Exercise Conversion Price, as provided for by section 2(b)(iiSection 7(c)(ii), in effect on the date of and immediately prior to such issue or record date, as the case may be, and provided further that in any such case in which New Securities are deemed to be issued:

Appears in 1 contract

Samples: Securities Purchase Agreement (Xinyuan Real Estate Co., Ltd.)

Deemed Issuance of New Securities. In the event the Company at any time or from time to time after the Issuance Date date hereof shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class or series of securities Shares entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such numbernumber that would result in an adjustment pursuant to clause (ii) of this Section 11.2(b) below) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such OptionsSecurities, shall be deemed to be New Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that New Securities shall not be deemed to have been issued unless the consideration issue price per Ordinary Share share (determined pursuant to section 2(b)(ivSection 11.2(c) hereof and adjusted by the then applicable ADS-to-Ordinary Share ratio if the consideration per Ordinary Share for the issuance of New Securities is expressed as an amount per ADSbelow) of such New Securities would be less than the Exercise Price, as provided for by section 2(b)(ii), applicable Conversion Price in effect on the date of and immediately prior to such issue issue, or such record date, as the case may be, and provided further that in any such case in which New Securities are deemed to be issued:

Appears in 1 contract

Samples: Second Amended and Restated Shareholders Agreement (Connect Biopharma Holdings LTD)

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