Issuance of Additional Company Shares Sample Clauses

Issuance of Additional Company Shares. The Company hereby grants to each Stockholder (each, a “Pre-emptive Stockholder”) the right to purchase a pro rata portion of any Company Shares (other than Excluded Shares) proposed to be issued or sold after the date hereof by the Company to any Person (“Additional Company Shares”). The Company shall not permit any Subsidiary to not be a wholly-owned Subsidiary of the Company, except as a result of the issuance or sale by such Subsidiary of Excluded Shares.
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Issuance of Additional Company Shares. It is the express agreement and understanding of the parties that the Sellers are and shall be entitled to receive at the Closing 80% (the "Allocable Portion") of the issued and outstanding capital stock of the Company as of the Closing on a fully diluted basis after taking into account the (a) issuance of the Company Shares, (b) the deemed issuance of the Conca Miller Shares, and (c) the cancellation of thx Xxxxsfer Restricted Shares. To the extent the Company is required to issue any additional shares of its capital stock as a result of (a) the satisfaction of any debt incurred prior to the Closing Date, including the Creditors' Shares and the Debt Conversion Shares, or (b) the Private Placement (up to $600,000) or to the extent that any of the Transfer Restricted Shares are not cancelled within one year from the date hereof, the Company shall promptly issue to the Sellers (PRO RATA) additional Company Shares so as to maintain the Allocable Portion.
Sample 1
Issuance of Additional Company Shares. Additional Company Shares (as defined herein) or other Company securities beyond the 28,272,347 Company Shares outstanding as of the date hereof may be only be issued for such Cash Call Amounts (as defined herein) or Additional Cash Call Amounts (as defined herein) and with such rights, privileges and preferences as shall be unanimously approved by the Board (as defined herein) or Shareholders, as applicable and in compliance with Peruvian Laws, for so long as a Shareholder owns at least 5% of the Company – for added clarity, Unanimous Board approval is not required in connection with dilution of a Delinquent Shareholder’s interest pursuant to Section 3.5(e) or dilution of a Non- Contributing Shareholder’s diluted Percentage Interest pursuant to Section 6.6(c). If a Shareholder owns less than 5% of the Company Shares and its ownership interest ceases to exist due to a capital reduction and a cancellation of its Common Shares and a New NSR (as defined herein) is granted, such remaining Shareholder may issue additional Company Shares or other Company securities at their sole discretion and in compliance with applicable Laws. If the issuance of additional Company Shares or other Company securities has been properly approved under this Section 2.6, the Persons to whom such additional Company Shares or other Company securities has been issued shall automatically be admitted to the Company as Shareholders. The Shareholders shall cause the General Shareholders Meeting of the Company to approve, no later than fifteen (15) days after approval, minutes reflecting the issuance of Company Shares for Cash Call amounts or Additional Cash Call amounts or unanimous decisions adopted by the Board or Shareholders for the issuance of additional Company Shares or other Company securities. The Shareholders shall execute, as soon as practicable, all additional documents required to implement and formalize the issuance of additional Company Shares or other Company securities as prescribed in this Section 2.6.
Sample 1

Related to Issuance of Additional Company Shares

  • Issuance of Additional Shares, ADSs etc The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets, (viii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities or (ix) a distribution of property other than cash, Shares or rights to purchase additional Shares it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, the Company will furnish to the Depositary at its request, at the Company’s expense, (a) a written opinion of U.S. counsel (satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or (3) dealing with such other issues requested by the Depositary; (b) a written opinion of Cayman Islands counsel (satisfactory to the Depositary) stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Cayman Islands and (2) all requisite regulatory consents and approvals have been obtained in the Cayman Islands; and (c) as the Depositary may request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws or regulations of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

  • Upon Issuance of Additional Securities Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

  • Listing of Additional Shares The filing with the Nasdaq National Market of a Notification Form for Listing of Additional Shares with respect to the shares of Acquiror Common Stock issuable to holders of Target Common Stock and Target stock options in connection with the Merger shall have been made.

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