Issuances of Additional Securities. (a) The Board is hereby authorized to cause the Company to issue additional Company Interests, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Company may lawfully issue (“Additional Company Equity Securities”) if the Board of Managers determines in good faith that the Company has a need for additional Capital Contributions for any proper Company purpose.
(b) The Board is hereby authorized to cause the Company to issue any unsecured or secured debt obligations of the Company or debt obligations of the Company convertible into any class or series of equity securities of the Company (“Additional Company Debt Securities”) (collectively with the Additional Company Equity Securities, “Company Securities”).
(c) Additional Company Equity Securities may be issuable in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers, and duties, including rights, powers and duties senior to existing classes and series of Company Securities, all as shall be fixed by the Board in the exercise of its sole and complete discretion, subject to Delaware law and the terms of this Agreement, including (i) the allocations of items of Company income, gain, loss and deduction to each such class or series of Company Securities; (ii) the right of each such class or series of Company Securities to share in Company distributions; (iii) the rights of each such class or series of Company Securities upon dissolution and liquidation of the Company; (iv) whether such class or series of additional Company Securities is redeemable by the Company and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Company Securities may be redeemed by the Company; (v) whether such class or series of additional Company Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Company Securities may be converted into any other class or series of Company Securities; (vi) the terms and conditions upon which each such class or series of Company Securities will be issued and assigned or Transferred; and (vii) the right, if any, of each such class or series of Company Securities to vote on Company matters, including matters relating to the relative rights, preferen...
Issuances of Additional Securities. (a) The Company may not issue additional Company Interests, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security without the prior written consent of the Board of Managers.
Issuances of Additional Securities. Notwithstanding anything contained ---------------------------------- herein to the contrary, neither the Partnership nor the General Partner shall issue any securities of the same type as any Securities held by any Securityholder to any recipient that is not a party hereto (other than in connection with a public offering of the Partnership's equity securities registered under the Securities Act) unless the recipient thereof executes the agreements that such recipient would be required to execute pursuant to Section 3 if such recipient were a transferee of such securities, thereby becoming a party hereto and thereto, prior to, or concurrently with, receiving securities of the Partnership or the General Partner. Any issuance or attempted issuance in violation of any provision of this Agreement shall be void, and neither the Partnership nor the General Partner shall record such issuance on its books or treat any purported recipient of such securities as the owner of such securities for any purpose. * * * * *
Issuances of Additional Securities. Prior to the declaration, issuance or consummation of any dividend, spin-off or other distribution or similar transaction by the Company of the capital stock of any of its Subsidiaries, the Company shall cause (i) to the extent that the Voting Preferred Shares and the Warrants remain outstanding, additional shares of voting preferred stock of such Subsidiary and additional warrants of such Subsidiary with substantially similar terms as the Voting Preferred Shares and the Warrants, respectively, to be issued to the Equity Purchaser or one or more of its nominees or its Transferees so that after giving effect to such transaction the Equity Purchaser and its nominees and Transferees have the same interest in voting preferred stock (and voting securities) and warrants in each of the Company and such Subsidiary as they had in the Voting Preferred Shares and the Warrants immediately prior to such transaction and (ii) any such Subsidiary to enter into a securityholders and registration rights agreement with substantially similar terms, conditions, covenants and governance provisions as are provided for in this Agreement with the Equity Purchaser and/or its nominees or any Transferees, as appropriate.
Issuances of Additional Securities. Except as provided in this Agreement and except for options granted pursuant to the Company's 1997 Stock Option Plan (the "Plan") and other convertible securities outstanding on the effective date of, and as described in, the Registration Statement, the Company will not sell, offer to sell, solicit an offer to buy, contract to sell or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or grant any options or warrants to purchase Common Stock, for a period of 180 days after the effective date of the Registration Statement, without the consent of the Representatives. The Underwriters acknowledge that the Company intends to file a Form S-8 registration statement with respect to the granting of the stock options to be issued under the Plan and the sale of the shares of Common Stock underlying such options.
Issuances of Additional Securities. (a) Subject to the provisions set forth in this Section 4.3 and the requirements of the Act and other applicable laws, the Company shall from time to time issue Class A Units on a delayed basis as provided in Section IX.F. of the Plan, in accordance with the Plan and subject to the limitations set forth in Section IX.C.5. of the Plan.
(b) Subject to the approval rights and other provisions set forth in this Agreement (including, without limitation, Section 4.2(d)) and the requirements of the Act and other applicable laws, the Company may, at any time, and from time to time, issue or take subscriptions for additional Units or other classes of membership interests or other Securities without the consent of the Members.
(c) The consideration for subscriptions to, or the purchase of, such Securities shall be paid in such form and in such manner as the Board shall determine. In the absence of actual fraud, manifest error or self-dealing in the transaction, the judgment of the Board as to the value of such consideration shall be conclusive.
(d) Subject to the provisions set forth in this Section 4.3, Section 4.14 and Section 14.1, the Board shall have the power to create and cause the Company to issue, whether or not in connection with the issue and sale of any Units or other Securities of the Company, rights or options entitling the holders thereof to purchase from the Company any Units or other Securities of any class or series (whether or not such class or series have theretofore been created), such rights or options to be evidenced by such instrument(s) as shall be approved by the Board. The terms upon which, including the time(s) (which may be limited or unlimited in duration) at or within which, and the price(s) at which any such Units or other Securities may be purchased from the Company upon the exercise of any such right or option shall be on such terms as stated in a resolution adopted by the Board providing for the creation and issue of such rights or options and, in every such case, shall be set forth or incorporated by reference in the instrument(s) evidencing such rights or options. In the absence of actual fraud, manifest error or self-dealing in the transaction, the judgment of the Board as to the consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive.
(e) The Company shall not issue any Securities except in accordance with the provisions of applicable Gaming Laws. The issuance of any Securities i...
Issuances of Additional Securities. Prior to the declaration, issuance or consummation of any dividend, spin-off or other distribution or similar transaction by the Corporation of the capital stock of any of its Subsidiaries to the shareholders of the Corporation, the Corporation shall cause (i) additional shares of voting preferred stock of such Subsidiary with substantially similar terms as the Series B Preferred Shares to be issued to each holder of Series B Preferred Shares so that after giving effect to such transaction each such holder shall have the same percentage voting interest in the Series B Preferred Shares and in such shares of voting preferred stock in such Subsidiary as it had in the Corporation immediately prior to such transaction and (ii) any such Subsidiary to enter into with each such holder a securityholders and registration rights agreement with substantially similar terms, conditions, covenants and governance provisions as are provided for in the Securityholders Agreement.
Issuances of Additional Securities. Except as provided in this Agreement and except for options granted pursuant to the Company's 1997 Stock Option Plan (the "Plan") and other convertible securities outstanding on the effective date of, and as described in, the Registration Statement, the Company will not, and will cause any of its subsidiaries not to, sell, offer to sell, solicit an offer to buy, contract to sell or otherwise dispose of any of their respective securities or any securities convertible into or exercisable or exchangeable for any of their respective securities or grant any options or warrants to purchase any of their respective securities, for a period of twelve (12) months after the effective date of the Registration Statement, without the written consent of the Representatives, which consent shall not be unreasonably withheld or delayed. The Underwriters acknowledge that the Company intends to file a Form S-8 registration statement with respect to the granting of the stock options to be issued under the Plan and the sale of the shares of Common Stock underlying such options.
Issuances of Additional Securities. Section 3.2(a) of the Partnership Agreement is hereby amended to read in its entirety as follows:
(a) The General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued at the time of the formation of the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue ("Partnership Equity Securities"), any debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership ("Partnership Debt Securities") (collectively, "Partnership Securities"), upon compliance with this Section 3.2. The General Partner may cause the Partnership to issue such Partnership 2 Securities at any time and from time to time if (i) the Partnership shall have a need for additional Capital Contributions for any proper Partnership purpose and (ii) the General Partner shall provide each existing Limited Partner with the right to acquire such newly-issued Partnership Securities so that such Limited Partner may retain its Sharing Ratio at the time immediately prior to the issuance of such Partnership Securities. Notwithstanding the immediately preceding sentence, the General Partner may waive the requirements thereof in the event that (x) a Majority Interest of the Limited Partners consent to waive the requirements of subsection (ii) of such sentence prior to the issuance of any such Partnership Securities in the event that such Partnership Securities are to be issued for cash, and such waiver shall pertain to all Partners and not purport to waive such preemptive right of any particular Partner or class of Partners or any Partner to which the Partnership has granted a preemptive right in a separate agreement, (y) the General Partner issues options to acquire Partnership Securities to employees of the Partnership or employees of the General Partner engaged primarily in the business and affairs of the Partnership pursuant to the incentive option plan adopted by the Partnership on March 31, 1995 or (z) the General Partner shall issue such Partnership Securities for consideration other than for cash. Subject to the immediately preceding sentences, the General Partner may issue such Partnership Securities to such persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion. The General Par...
Issuances of Additional Securities. The Company shall be entitled to issue, from time to time, Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date (other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto). The Initial Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each shall be delivered to the Trustee, the following information:
(i) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; and
(ii) the issue price, the issue date and the “CUSIP” and “ISIN” number of any such Additional Securities and the amount of interest payable on the first payment date applicable thereto;
