ISSUES OF NEW SECURITIES Sample Clauses

ISSUES OF NEW SECURITIES. 1. If the Management Board resolves to make an issue of New Securities, it must give written notice of such intention to the Major Investors setting out the terms of the proposed issue of New Securities. 2. Within business days each Major Investor may give written notice to the Company that it wishes to acquire its Respective Proportion of the New Securities on the same terms. 3. Within days thereafter the Company may issue on the same terms as offered to the Major Investors any New Securities not acquired by the Major Investors pursuant to article 7.2. 4. In the event that the Company has not issued the New Securities within such day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Major Investors pursuant to this article 7.4. 5. In the event that the Company issues New Securities to a third party under article 7.3 and such New Securities have rights, preferences or privileges that are more favourable to the Shareholder than the terms of the Investor Shares, the Company shall take such action in accordance with all laws to provide substantially equivalent rights for the Investors in relation to the Investor Shares as are attached to the New Securities (with appropriate adjustment for economic terms or other contractual rights and subject to such Investor’s execution of any relevant documents executed by the holders of the New Securities in subscribing for the New Securities).
Sample 1
AutoNDA by SimpleDocs
ISSUES OF NEW SECURITIES. Seven Seas shall not issue any New Securities unless it shall have first complied with, in the case of an issuance other than pursuant to a Public Offering, the provisions of Section 2 (c) or, in the case of a Public Offering, the provisions of Section 2 (d).
Sample 1Sample 2
ISSUES OF NEW SECURITIES. 21.1 Without prejudice to Clause 9.2.2, the Company shall not issue or sell, agree to issue or sell, or reserve or set aside for issuance or sale any Shares or rights to any Shares or any other instruments convertible into Shares ("New Securities"), unless the Company shall have first complied with Clauses 21.2 and 21.3. 21.2 If the Company proposes to issue New Securities then, subject to the Supervisory Board Reserved Matters: 21.2.1 the New Securities shall be offered for subscription in cash and on the same terms to each Shareholder pro rata to its Equity Proportion (as nearly as may be) (as at the close of business on the date prior to such offer) (a Shareholder’s "Pro Rata Entitlement"), provided (for the avoidance of doubt) that each A Shareholder shall be offered A Shares in a number calculated pro rata to its Equity Proportion of all Shares in issue, and each B Shareholder shall be offered B Shares in a number calculated pro rata to its Equity Proportion of all Shares in issue, and that the New Securities shall be offered on the basis that each Shareholder may take up all or part or none of the New Securities offered to it; 21.2.2 each offer shall be made by notice from the Company (the "Issue Notice") specifying (i) the number of New Securities to which the relevant Shareholder is entitled, (ii) the price per New Securities (the "Subscription Price") (which shall be established in accordance with Clause 21.3) and (iii) a time (being not less than twenty-one (21) days from the date of the Issue Notice) within which, if the offer is not accepted, it will be deemed to be declined; 21.2.3 each Shareholder who accepts the offer by notice to the Company shall, in addition, state either (i) that it would accept, on the same terms, New Securities (specifying a maximum number) that are not accepted by the other Shareholders ("Excess Shares") or (ii) that it would not accept any Excess Shares (and, if a Shareholder who accepts the offer fails to make a confirmation in the terms of (i) or (ii), it shall be deemed to have made a confirmation in the terms of (ii)); 21.2.4 on expiry of the acceptance period referred to in Clause 21.2.2, New Securities shall be allocated to each Shareholder who has applied for its Pro Rata Entitlement (or less than its Pro Rata Entitlement); 21.2.5 Excess Shares shall be allocated to each Shareholder, who has indicated that it will accept Excess Shares, pro rata to the Equity Proportions of all those Shareholders (including tho...
Sample 1
ISSUES OF NEW SECURITIES. 8.1. Other than pursuant to an Approved Issuance or Transfer, the Company shall not allot or issue any New Securities unless (a) such allotment or issuance is in compliance with schedule 2 and (b) such allotment or issuance is in accordance with this clause 8. No Investor shall have any obligation pursuant to this clause 8 (including, without limitation, clause 8.8), unless the applicable offering and issuance of such New Securities is made in compliance with schedule 2. 8.2. If the Company proposes to allot any New Securities, such New Securities shall not be allotted to any person unless the Company has in the first instance offered them to all Shareholders holding not less than 3% of the outstanding Shares (the “Subscribers”), on the same terms and at the same price as such New Securities are being offered to other persons on a pari passu and pro rata basis to the number of Shares (as if all Shares constituted one and the same class) held by those holders (as nearly as may be without involving fractions). Such offer: (a) shall be in writing, be open for acceptance from the date of the offer to the date four (4) calendar weeks after the date of the offer (inclusive) (the “Subscription Period”) and give details of the number and subscription price of the New Securities; and (b) may stipulate that any Subscriber who wishes to subscribe for a number of New Securities in excess of the proportion to which each is entitled shall in their acceptance state the number of excess New Securities for which they wish to subscribe. If the Dutch civil law notary executing the notarial deed of issue of New Securities requires a waiver of the right to participate in any allotment under this clause 8 or an acknowledgement that no such right exists from one or more Shareholders holding less than 3% of the outstanding Shares, each such Shareholder shall sign such waiver or acknowledgment, specifying that it does not wish to subscribe for any such New Securities. 8.3. If after the allotments have been made pursuant to clause 8.1 all of the New Securities have not been allotted, then the Board shall offer the unallotted New Securities to the Subscribers who participated in the relevant issuance of New Securities (such offer to be made pro rata to their holding of Shares) inviting them to apply in writing within the period from the date of the offer to the date seven (7) days after the date of the offer (inclusive) for the maximum number of New Securities for which they wish to...
Sample 1
ISSUES OF NEW SECURITIES. 18.1With the exception of those Shares issued by the Company to the Foundation under the Roll-Over and those to be issued to Yandex pursuant to the Drive Contribution Agreement, and otherwise without prejudice to Clause 11 (Reserved Matters), the Company shall not issue, agree to issue, or reserve or set aside for issuance any new Shares or other securities of the Company ("New Securities"), unless it first complies with Clauses 18.2 to 18.10.
Sample 1
ISSUES OF NEW SECURITIES. If: (a) at any time during the period from Completion until the Expiry Date; and (b) immediately prior to the issue of New Securities the Percentage Holding exceeds 25%, Bendigo may not issue New Securities other than: (i) pursuant to a Pro Rata Issue; or (ii) to directors or consultants of Bendigo in lieu of their fees or other remuneration (as approved by the Board from time to time); or (iii) to participants in Bendigo's employee incentive scheme (as approved by the Board from time to time, and whether such scheme is existing at the time of this agreement or is subsequently adopted), unless such issue of New Securities is subject to reasonable conditions agreed between Bendigo and Harmony (each party acting reasonably) which ensure that the Securityholding is not diluted without Harmony having an opportunity to maintain the Securityholding on terms no less favourable than those applicable to other offerees of the New Securities being offered under the proposed issue.
Sample 1

Related to ISSUES OF NEW SECURITIES

  • Sale of New Securities For so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any nonpublic offering or sale of any equity security (including Common Shares, preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New Securities.

  • Escrow of New Securities If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities if, immediately after completion of the business combination: (a) the successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy); (b) you are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and (c) you hold more than 1% of the voting rights attached to the successor issuer’s outstanding securities (In calculating this percentage, include securities that may be issued to you under outstanding convertible securities in both your securities and the total securities outstanding.)

  • Issuance of New Warrants Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

  • Issuance of New Notes Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 5(4)(a) or Section 5(4)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Note issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

  • Issuance of New Note Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

  • Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

  • Release from Escrow of New Securities (1) As soon as reasonably practicable after the Escrow Agent receives: (a) a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign (i) stating that it is a successor issuer to the Issuer as a result of a business combination and whether it is an emerging issuer or an established issuer under the Policy, and (ii) listing the Securityholders whose new securities are subject to escrow under section 6.5, the escrow securities of the Securityholders whose new securities are not subject to escrow under section 6.5 will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent in accordance with section 2.3. (2) If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged. (3) If the Issuer is (a) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs 18 months or more after the Issuer’s listing date, all escrow securities will be released immediately; and (b) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs within 18 months after the Issuer’s listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal instalments on the day that is 6 months, 12 months and 18 months after the Issuer’s listing date.

  • New Securities “New Securities” shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:

  • Issuance of New Warrant Certificates Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.

  • Issuance of New Rights Certificates Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!