Issue of Shares. 3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion described at Article 4. 3.2 The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine. 3.3 The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine. 3.4 Notwithstanding the foregoing, the Subscriber shall have the power to: (a) issue one Share to itself; (b) transfer that Share by an instrument of transfer to any person; and (c) update the Register of Members in respect of the issue and transfer of that Share. 3.5 The Company shall not issue Shares to bearer.
Appears in 6 contracts
Samples: Forward Purchase Agreement, Forward Purchase Agreement (One Madison Corp), Forward Purchase Agreement (One Madison Corp)
Issue of Shares. 3.1 The authorized share capital of the Company as of the date of adoption of these Articles is US$ divided into Ordinary Shares of a nominal or par value of US$0.01 per share (including one Ordinary Share designated "Special Voting Stock, Series 1" and one Ordinary Share designated "Special Voting Stock, Series 2"), with the rights as set out in these Articles and the Memorandum ("Ordinary Shares"), and shares of a nominal or par value of US$0.01 per share which may be designated and created as shares of any other classes or series of shares with the respective rights and restrictions determined upon the creation thereof by action of the Board of Directors. Notwithstanding the foregoing, the authorized share capital of the Company may be increased by Ordinary Resolution.
3.2 Subject to the provisionsprovisions of these Articles, if any, all unissued shares for the time being in the Memorandum (and to any direction that may be given by capital of the Company in general meeting) and, where applicable, shall be at the rules disposal of the Designated Stock Exchange and/or any competent regulatory authorityBoard of Directors, and without prejudice to any rights attached to any existing Shares, the Board of Directors may designate, re-designate, allot, issue, grant options over or otherwise dispose of Shares with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and them to such persons, on such terms and conditions and at such times and on such other terms as they think deem proper.
3.3 No holder of Ordinary Shares or any other shares (unless such right is expressly conferred on the holders of such shares) shall, and may also (subject by reason of such holding, have any preemptive or preferential right to subscribe to or purchase any shares or any notes, debentures, bonds or other securities of the Statute and Company, whether or not the Articles) vary issuance of any such rightsshares, save that the Directors shall not allotnotes, issuedebentures, grant options over bonds or otherwise dispose of Shares to the extent that it may other securities would adversely affect the ability dividend, voting or any other rights of the Company to carry out a Class B Share Conversion described at Article 4such holder.
3.2 3.4 The Company may, insofar as may be permitted by law, pay a commission to any person in consideration of such person or any other person subscribing or agreeing to subscribe whether absolutely or conditionally for any shares. Such commissions may be satisfied by the payment of cash or the lodgment of shares or partly in one way and partly in the other. The Company may also on any issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive shares pay such brokerage as may be lawful.
3.5 The Directors may issue fractions of a share of any class or series of Shares shares, and, if so issued, a fraction of a share (calculated to three decimal points) shall be subject to and carry the corresponding fraction of limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole share of the same class or other securities series of shares. If more than one fraction of a share of the same class or series is issued to or acquired by the same member such fractions shall be accumulated. For the avoidance of doubt, in these Articles the expression "share" shall include a fraction of a share.
3.6 Any shares which have been redeemed or otherwise repurchased by the Company on such terms as the Directors may from time to time determine.
3.3 The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine.
3.4 Notwithstanding the foregoing, the Subscriber shall have the power to:status of authorized but unissued shares and may be subsequently issued in accordance with the Memorandum and these Articles.
(a) issue one Share 3.7 The Board of Directors shall have the fullest powers permitted by law to itself;
(b) transfer that Share by an instrument of transfer to pay all or any person; and
(c) update the Register of Members monies in respect of the issue redemption or purchase of any shares out of the Company's share capital and transfer of that Shareshare premium account.
3.5 The Company shall not issue Shares to bearer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Exchange Agreement (Veritas DGC Inc), Agreement and Plan of Merger and Exchange Agreement (Petroleum Geo Services Asa)
Issue of Shares. 3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion described at Article 4.
3.2 The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine.
3.3 The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine.
3.4 Notwithstanding the foregoing, the Subscriber shall have the power to:
(a) issue one Share to itself;
(b) transfer that Share by an instrument of transfer to any person; and
(c) update the Register of Members in respect of the issue and transfer of that Share.
3.5 The Company shall not issue Shares to bearer.
Appears in 2 contracts
Samples: Forward Purchase Agreement, Forward Purchase Agreement (CF Corp)
Issue of Shares. 3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion described at Article 4set out in the Articles.
3.2 The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine.
3.3 The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the Underwriters determine that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K with the SEC and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.
3.4 Notwithstanding the foregoing, the Subscriber shall have the power to:
(a) issue one Share to itself;
(b) transfer that Share by an instrument of transfer to any person; and
(c) update the Register of Members in respect of the issue and transfer of that Share.
3.5 The Company shall not issue Shares to bearer.
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