Issuances of Stock. Each time either Issuer propose to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock ("Issuer Securities"), such Issuer shall first offer such Issuer Securities to each Purchaser in accordance with the following provisions:
7.14.1. Such Issuer shall deliver a notice by certified mail ("Issuance Notice") to Purchasers stating (i) its bona fide intention to offer such Issuer Securities, (ii) the number of such Issuer Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Issuer Securities.
7.14.2. By written notification received by such Issuer within 20 days after receipt of the Issuance Notice, each Purchaser may elect to purchase or obtain, at the price and on the terms specified in the Issuance Notice, up to that portion of such Issuer Securities which equals the proportion that the number of shares of Common Stock then held by such Purchaser including the number of shares of Common Stock into which such Purchaser's Notes could then be converted or for which such Purchaser's Warrant could be exercised ("Conversion Stock"), bears to the total number of shares of Common Stock of such Issuer then outstanding (assuming full conversion and exercise of all outstanding convertible or exercisable securities as of the date of the Issuance Notice). Such Issuer shall thereafter, in writing, promptly inform each Purchaser which purchases all of the Issuer Securities that such Purchaser is entitled to purchase hereunder ("Fully-Exercising Purchaser") of any other Purchaser's failure to purchase all of the Issuer Securities that it is entitled to purchase hereunder. During the ten-day period commencing after receipt of such information, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Issuer Securities that Purchasers did not elect to purchase or obtain hereunder which is equal to the proportion that the number of shares of Common Stock and Conversion Stock issued and held by such Fully-Exercising Purchaser bears to the total number of shares of Common Stock and Conversion Stock issued and held by all Fully-Exercising Purchasers who wish to purchase a portion of the unsubscribed Issuer Securities. Promptly following the completion of the foregoing process and determination of the number of Issuer Securities elected to be obtained by Purchasers, such Issuer and such Purchasers shall consummate and close the purchase and sale o...
Issuances of Stock. (a) Except in furtherance of its right pursuant to Section 9.2(b), neither the Company nor any Subsidiary shall (i) create, authorize, issue or sell any Preferred Stock (except the Company may effect Permitted Sales of Series A Preferred Stock pursuant to Section 11.2 hereof, sales of Preferred Shares to Swiss Re pursuant to Section 11.1 hereof, sales of Preferred Shares pursuant to this Purchase Agreement or sales of Junior Preferred Stock), or (ii) create, authorize, issue or sell any options, warrants, subscription rights, convertible securities or similar rights which have an exercise, conversion, or subscription price per share lower than the then current exercise price per share under the Warrants (before giving effect to such options, warrants, subscription rights, convertible securities or similar rights).
(b) Except in furtherance of its right pursuant to Section 9.2(b), neither the Company nor any Subsidiary shall issue or otherwise transfer (excluding transfers recorded on the stock books of the Company to reflect stock transfers by a shareholder of the Company, which shareholder is not the Company or any Subsidiary), for whatever reason, (i) any capital stock of any Subsidiary, (ii) any option, warrant or other right to acquire, purchase or receive capital stock of any Subsidiary or (iii) other securities convertible into capital stock of any Subsidiary, whether or not such option, warrant or rights are immediately exercisable or such other securities are immediately convertible.
(c) Neither the Company nor any Subsidiary shall (i) establish any new Plan which by its terms contemplates the creation, issuance or granting of any option, warrant or other right to acquire, purchase or receive capital stock of the Company or (ii) amend any Plan so as to increase the number of options, warrants or other rights to acquire, purchase or receive capital stock of the Company currently available under such Plan.
Issuances of Stock. Issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under Section 8.01(j) and (ii) with respect to each direct or indirect Subsidiary of any Borrower, unless such Stock and Stock Equivalents are pledged to Agent, for the benefit of Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of Credit Parties owned by JAKKS are pledged to Agent as of the Closing Date.
Issuances of Stock. Nothing in this Agreement shall (a) preclude or limit the right of the Company to issue additional stock or other securities, or (b) give Optionee any preemptive or other right to acquire any such additional stock or other securities.
Issuances of Stock. Issue any common or other capital stock or any options, warrants or other rights to subscribe for or purchase common or any other capital stock or any securities convertible into or exchangeable for any capital stock or permit any additional shares of Xxxxxxx common stock or capital stock of Xxxxxxx Bank to become subject to grants of employee or director stock options, restricted stock grants, or similar stock-based employee or director rights; or
Issuances of Stock. The Company has reserved 1,000,000 shares of --------- -- ----- Common Stock for issuance to employees and consultants of the Company pursuant to stock option or restricted stock arrangements, which vest such shares in installments contingent on employment with the Company during a specified period. The Board of Directors of the Company may authorize, from time to time, the issuance of such shares, on such terms including price, payment and vesting restrictions as the Directors deem appro- priate; provided that a representative affiliated with Burr, Egan, Deleage & co. consents to such actions or is present and votes in favor thereof at a meeting of the Board.
Issuances of Stock. Issuer shall have declared a one-for-four reverse split of its Common Stock and distributed 1,000,000 shares of its common stock and 1,000,000 Class A Warrants, as follows:
Issuances of Stock. 54 9.14. Indebtedness Agreements............................................................................55 9.15. Amendments to Charter; By-Laws; Other Agreements...................................................55 SECTION 10. AMENDMENT; WAIVER; CONSENT..........................................................................55 SECTION 11. PURCHASE OPTION; FUTURE SALES.......................................................................56 11.1. Swiss Re Purchase Option...........................................................................56 11.2. Permitted Sales....................................................................................57
Issuances of Stock. The Company shall not issue shares of stock (other than Excluded Shares) such that the issued and outstanding shares of the Company owned by the Purchaser represents less than 30% of the outstanding value of the stock of the Company at any testing date; provided, however, in the event that the Company issues any Excluded Shares which would cause the Purchaser to have less than 30% of the outstanding value of the stock of the Company at any testing date, the Purchaser shall have the right to purchase, as of the testing date, such number of shares of the Company's Common Stock from the Company at the then Fair Market Value thereof so that such Purchaser does not have less than 30% of the outstanding value of the stock of the Company at such testing date, provided, further, however, that the Purchaser has determined, in its sole discretion, that it is unable to purchase in the open market such shares of Common Stock at the Fair Market Value thereof as of the testing date (all of the foregoing within the meaning of Section 382 of the Internal Revenue Code of 1986 and the regulations pertaining thereto). Further, the Company shall not issue shares of stock or rights, warrants or options entitling the holders thereof to subscribe for or purchase shares of stock such as to cause an ownership change (within the meaning of Section 382 of the Internal Revenue Code of 1986 and the regulations pertaining thereto). The Company is aware that the Purchaser is currently the record holder of shares of Preferred Stock of the Company other than shares of Series E Convertible Preferred Stock (the "Xxxxxxx Group Preferred Stock"), which the Purchaser purchased from the previous record holders of Xxxxxxx Group Preferred Stock, and that the Purchaser has, contemporaneously herewith, provided notice to the Company, in the form attached hereto as Exhibit B, of its election to convert all of the shares of the Xxxxxxx Group Preferred Stock of which it is a record holder (namely, 56,809 shares) into 94,682 shares of the Company's Common Stock. The Company has advised the members of its Board of Directors that the Purchaser, in its capacity, immediately after the Conversion, as the largest holder of shares of Common Stock of the Company, desires to further assure the continuation of Xxxx X. Xxxxxxxx as the Chairman, President and Chief Executive Officer of the Company. If the foregoing is in conformity with your understanding and agreed to, please sign below where indicated. Very trul...
Issuances of Stock. As of December 31, 2003, the Company has authorized and outstanding capital stock as set forth on Schedule 4.4. All outstanding shares of capital stock of the Company are duly authorized, validly issued and outstanding, fully paid and nonassessable. Except as set forth in the Schedule 4.4: (i) there are no outstanding options, stock subscription agreements, warrants or other rights permitting or requiring the Company or others to purchase or acquire any shares of capital stock or other equity securities of the Company; (ii) there are no securities issued or outstanding which are convertible into or exchangeable for any of the foregoing and there are no contracts, commitments or understandings, whether or not in writing, to issue or grant any such option, warrant, right or convertible or exchangeable security; (iii) there are no shares of stock or other securities of the Company reserved for issuance for any purpose; and (iv) there are no voting trusts or other contracts, commitments, understandings, arrangements or restrictions of any kind with respect to the ownership, voting or transfer of shares of stock or other securities of the Company to which the Company or, to the best of the Company's knowledge, any stockholder of the Company is a party, including without limitation, any preemptive rights, rights of first refusal, proxies or similar rights. The issued and outstanding shares of capital stock of the Company conform to all statements in relation thereto contained in the SEC Filings, and the SEC Filings describe all material terms and conditions thereof. To the Company's knowledge, all issuances by the Company of its securities were exempt from registration under the Securities Act and any applicable state securities laws or were issued pursuant to a registration statement declared effective by the SEC under the Securities Act and which registration statement was available for the sale of the type of securities sold thereunder.
