Issue of Options. 3.1 At the time of issue of the Options to the Noteholder, there will be no restriction on the ability of the Company to issue the Options that will not have been validly waived.
3.2 The Noteholder will acquire ownership of the Options free and clear of all Third Party Interests or other competing rights, including pre-emptive rights or rights of first refusal.
3.3 At the time of the issue of Shares to the Noteholder on exercise of its Options in accordance with their terms of issue:
(a) the Noteholder will acquire ownership of those Shares free and clear of all Third Party Interests;
(b) the Shares will rank equally with the other existing Shares on issue; and
(c) the Shares will be fully paid and have no money owing in respect of them.
Issue of Options. By no later than 5 Business Days following receipt of the required approval under clause 3.1, the Company must:
(a) issue or procure the issue of the Options to the Noteholder; and
(b) enter the Noteholder in its register of options as the holder of the Options.
Issue of Options. 3.1 The parties acknowledge and agree that, consistent with clauses 23.3(a) and 23.3(b) of the Agreement, the precise number of Options to be issued to the Grantee is subject to, and will be determined based on whether, the Company at its next annual general meeting receives the General Approval and / or the Specific Approval.
3.2 It is currently expected that the Company's next annual general meeting will occur on or around 23 November 2022 (2022 AGM).
3.3 The parties wish to record their agreement that, for the purposes of clauses 23.2 of the Agreement, and having regard to the formulae set out in clauses 23.3(a) and 23.3(b) of the Agreement, the number of Options to be issued to the Grantee on the Business Day following the 2022 AGM will be:
(a) if neither General Approval nor Specific Approval are obtained at the 2022 AGM, 12,107,127 Options, being 6% of the Shares on issue on 15 June 2022; and
(b) if General Approval or Specific Approval (or both) are obtained at the 2022 AGM, 19,976,760 Options, being 9.9% of the Shares on issue on 15 June 2022.
3.4 In addition to the terms set out in the Agreement, the key terms of the Options are as follows:
(a) Subject to the Listing Rules, each Option confers on the Grantee the right, upon the valid exercise of that Option, to be issued one Share.
(b) The price payable upon the exercise of each Option is $0.16. As a consequence, the definition of 'Exercise Price' in clause 23.7(a) of the Agreement, should now be read to as meaning $0.16 multiplied by the number of Options the subject of a Notice of Exercise.
(c) The Exercise Price or number of Shares issued on exercise of each Option may be adjusted in accordance with clause 5 and the Listing Rules.
(d) There is no obligation on the Grantee to exercise the Options.
(e) The Options will not be quoted on the official list of the ASX.
(f) The Options do not confer on the Grantee:
(i) any right to participate in a new issue of Shares during the Option Period without first exercising the Options;
(ii) the right to vote in the affairs of the Company or to consent as a shareholder in respect of meetings of shareholders, or any rights as a shareholder of the Company; and
(iii) any right to receive dividends declared by the Company, until such time as the Options held by the Grantee have been validly exercised and the Grantee has been issued Shares pursuant to such exercise.
3.5 The Company shall issue the Grantee with a certificate or holding statement in respect of the ...
Issue of Options. The Company will issue Shares in accordance with any valid exercise of an Option which is received on or before 12.00 noon on the Business Day prior to the Scheme Record Date.
Issue of Options. (a) In consideration of, amongst other things, the Original Lender providing the Facility, the Parent must, and the Borrower must procure that the Parent will, grant the Original Lender the Options by issuing to the Original Lender a Holding Statement for the relevant Options on or before the date of Financial Close (Options Issue Date).
(b) The Options may be exercised, transferred or sold by the Original Lender in their entirety or on a partial basis.
(c) [***].
(d) Each Option grants the Option Holder the right but not the obligation to be issued Shares at the Exercise Price.
(e) The exercise price of the Options (Second Issuance) will be AU$[***] (Exercise Price).
(f) The Parent must comply with the ASX Listing Rules, the Corporations Act and its constitution in relation to each issue of the Options on or before the date those Options are issued. Without limiting the foregoing, the Parent must ensure that it is in a position to issue Options and Shares on the exercise of the Options without contravening ASX Listing Rule 7.1.
(g) The Parent must ensure that sufficient nominal but unissued and unallotted share capital is available at all times such as to enable the Options (Second Issuance) to be issued in accordance with this agreement and the terms and conditions in Schedule 9.
Issue of Options. Subject to receipt of Securityholder Approval, the Company agrees, subject to the terms and conditions of this Deed and in consideration for their subscription for Notes, to issue to each Noteholder on the Subscription Date the Options in their respective Option Allocation.
Issue of Options. 3.1 Issue of Options to BTI
(a) On the date of this Agreement, the Company must issue to BTI an option (the Option Terms attaching) to subscribe for, fully pay up and be issued with a further 300 "A" Shares in the capital of the Company for a total consideration of US $1,405,951.50 at any time on or before 31 December, 1997 ("the option").
(b) If BTI exercises the option the Company will issue BTI 300 "A" Shares in the capital of the Company at a price per share of A$1.00 (being the par value) plus a premium per share calculated in A$ as at the date of the exercise of the option.
Issue of Options. The Company issues the Options and the Employee agrees to subscribe for the Options free of charge on the terms and conditions set out in this Deed.
Issue of Options. (a) In consideration of, among other things, the Original Lenders providing the Term Loan Facility, the Parent must, and the Borrower must procure that the Parent will, grant the Original Lenders (each in the name of its custodian) the Options and will issue to each Original Lender a Holding Statement for the relevant Options on or before:
(1) in relation to the Options (First Issuance), the Options will be issued on the date on which the Funding Portion under Tranche One is provided and the related Holding Statement will be provided on or before the date which is [***] days after that date; and
(2) subject to clause 16.3, in relation to the Options (Second Issuance) and subject to the approval of the Parent’s shareholders, a date that is no later than [***] days after the date of this agreement.
(b) The Options may be exercised, transferred or sold at any time by an Option Holder in their entirety or on a partial basis.
(c) No premium is payable by an Option Holder in respect of the Options.
(d) Each Option grants the Option Holder the right but not the obligation to be issued Shares at the Exercise Price.
(e) The exercise price of each Option will be [***] per Option (Exercise Price).
(f) The Parent must use best endeavours to obtain the approval of the Parent’s shareholders under ASX Listing Rule 7.1 in respect of the agreement to issue the Options (Second Issuance) under clause 9.1(a)(2) as soon as practicable after the date of this agreement and in any event on or before the date which is [***] days after the date of this agreement.
(g) The Parent must comply with the ASX Listing Rules, the Corporations Act and its constitution in relation to each issue of the Options on or before the date those Options are issued. Without limiting the foregoing, the Parent must ensure that it is in a position to issue Options and Shares on the exercise of the Options without contravening ASX Listing Rule 7.1.
(h) The Parent must ensure that sufficient nominal but unissued and unallotted share capital is available at all times such as to enable the Options to be issued in accordance with this agreement and the terms and conditions in Schedule 9.
Issue of Options. 6
3.1 Issue of Options to BTI.............................................................................6 3.2 Issue of Option to Castella.........................................................................6
