Issue of Securities by the Company Sample Clauses

Issue of Securities by the Company. Subject to the provisions of Applicable Law and subject to the provisions of Section 7 (but Section 7 will apply only if and to the extent that the price per Security at which such new issuance occurs satisfies the conditions set forth in Section 7 for the anti-dilution mechanism in Section 7 to apply), the Board of the Company may, from time to time, issue and allot at such price and upon such terms as it may decide and as permitted by Applicable Law, any Security; provided, except for any (a) employee stock options issued under any stock option plan approved by the Board to the employees of the Company and/or any Subsidiary, (b) Equity Shares issued upon the conversion of Preferred Shares outstanding as of the Effective Date, as approved in accordance with the provisions of this Agreement, (c) Securities issued to financial institutions in connection with commercial credit arrangements, equipment financing or other similar financing arrangements, (d) Securities issued pursuant to any stock splits, stock dividend, consolidation, bonus issue, rights issue or like transactions; or (e) Securities issued to a non-financial corporation in connection with a license, distribution, business development, or for other similar arrangements, provided such issuances are approved by the Board and are for other than primarily equity financing purposes, the Company shall not issue or sell or otherwise issue to any Person (including, without limitation, any Shareholder) any Securities unless the Company complies with this Section 3.2 and unless, prior to such issue and sale, each Shareholder shall have received from the Company (x) notice in writing of the terms of the proposed issue; and (y) an opportunity to subscribe for such Securities on the same terms and in an amount up to the product of such Shareholder’s Percentage Interest and the total number of Securities proposed to be issued. If any Shareholder fails to subscribe for such Securities up to the full amount of such Shareholder’s entitlement by notice in writing to the Company within 30 Business Days from receipt of the notice from the Company of the proposed issue of such Securities, or, upon subscription, fails to pay the Company for the subscribed Securities within such 30 Business Day period, then such Shareholder shall be deemed to have renounced, in favour of the other eligible Shareholders participating in the subscription, its right to subscribe for the Securities that it has not subscribed or paid for, ...
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Issue of Securities by the Company 

Related to Issue of Securities by the Company

  • Restriction on Sale of Securities by the Company For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except for issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, grants of employee or director stock options, restricted stock or restricted stock units pursuant to the terms of a plan in effect on the date hereof and described in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, provided that such options, stock, units or the Lock-Up Securities issued upon exercise thereof may not be transferred during the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents to in writing.

  • Issue of Securities Not later than 10:00 a.m., New York City time on November 20, 2012, or such other time as may be agreed upon between the Underwriters and the Republic (the “Closing Date”), the Republic will issue and deliver one or more duly executed and authenticated Global Securities in an aggregate principal amount of U.S. $500,000,000. The Underwriters shall instruct DTC as to the allocation of interests in the Global Securities among the accounts of DTC participants.

  • Authorization of Securities The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities to be sold by the Company under this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.

  • Offering of Securities by the Underwriters Upon authorization by the Representatives of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions to be set forth in the Prospectus.

  • Cancellation of Securities All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities held by it in accordance with its procedures for the disposition of cancelled Securities and deliver a certificate of disposition to the Issuer upon request. If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • Issuance of Securities to Underwriters The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial confidential submission date of the Registration Statement.

  • Resale of Securities (a) Each of the Investors severally covenants that it will not sell or otherwise transfer the Securities except pursuant to an effective registration under the Securities Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.

  • Title of Securities There shall be a series of Securities designated the “6.150% Senior Notes due 2036” of the Company (the “Senior Notes”).

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