Common use of Other Issues at less than Current Market Price Clause in Contracts

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other existing securities in accordance with the terms applicable to such existing securities, if and whenever the Issuer or any Subsidiary of the Issuer (otherwise than as mentioned in (4), (5) or (6) above) or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary) any other company, person or entity (otherwise than as mentioned in (4), (5) or (6) above) shall issue any securities (other than the Bonds and the options granted by the Issuer pursuant to its Share Option Schemes) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for or purchase of, or to otherwise acquire, Shares issued or to be issued by the Issuer or securities which by their terms may be redesignated Shares receivable upon conversion, exchange, subscription or redesignation at a consideration per Share which is less than 80.1% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction: A + B A +C where: A is the number of Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into, or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued by the Issuer for the purposes of, or in connection with, such issue, less the number of Shares so issued); B is the number of Shares which the aggregate consideration (if any) receivable by the Issuer for the Shares to be issued or otherwise made available upon conversion or exchange or on exercise of the right of subscription or purchase or acquisition attached to such securities or, as the case may be, the Shares would purchase at such Current Market Price per Share; and C is the maximum number of Shares to be issued or otherwise made available upon conversion or exchange of such securities or on the exercise of such rights of subscription or purchase or acquisition attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Shares to be issued or to arise or to be made available from any such redesignation. Such adjustment shall become effective on the date of issue of such securities.

Appears in 1 contract

Samples: Subscription Agreement

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Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other existing securities in accordance with the terms applicable to such existing securitiessecurities themselves falling within this Condition 6(c)(7) (Other Issues at less than Current Market Price), if and whenever the Issuer or any Subsidiary of the Issuer its Subsidiaries (otherwise than as mentioned in Conditions 6(c)(4) (4Rights Issues of Shares or Options over Shares), 6(c)(5) (5Rights Issues of Other Securities) or 6(c)(6) (6) aboveIssues at less than Current Market Price)) or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiaryof its Subsidiaries) any other company, person or entity (otherwise than as mentioned in (4), (5) or (6) above) shall issue any securities (other than the Bonds and the options granted by the Issuer pursuant to its Share Option SchemesBonds) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for or purchase of, or to otherwise acquirefor, Shares issued or to be issued by the Issuer or securities which by their terms may be redesignated Shares receivable upon conversion, exchange, exchange or subscription or redesignation at a consideration per Share which is less than 80.1% of the Current Market Price per Share on the last Trading Day preceding the date of the first public announcement of the terms of issue of such securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction: A + B A +C where: A is the aggregate number of Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into, or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued by the Issuer for the purposes of, or in connection with, such issue, less the number of Shares so issued); B is the number of Shares which the aggregate consideration (if any) receivable by the Issuer for the Shares to be issued or otherwise made available upon on conversion or exchange or on exercise of the right of subscription or purchase or acquisition attached to such securities or, as the case may be, the Shares would purchase at such Current Market Price per Share; and C is the maximum number of Shares to be issued or otherwise made available upon on conversion or exchange of such securities or on the exercise of such rights of subscription or purchase or acquisition attached thereto at the initial conversion, exchange or subscription price or rate or, as on the case may be, the maximum number issue date of Shares to be issued or to arise or to be made available from any such redesignationsecurities. Such adjustment shall become effective on the date of issue of such securities.

Appears in 1 contract

Samples: Agency Agreement

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other existing securities in accordance with the terms applicable to such existing securitiessecurities themselves falling within the provisions of this Condition 6.5(h), if and whenever the Issuer or any Subsidiary of the Issuer (otherwise than as mentioned in (4Conditions 6.5(d), (56.5(f) or (66.5(g) above) or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary) any other company, person or entity (otherwise than as mentioned in (4Conditions 6.5(d), (56.5(f) or (66.5(g) above) shall issue any securities (other than the Bonds Warrants and the options granted by the Issuer pursuant to its Share Option Schemesemployee share option schemes) which by their terms of issue carry (directly or indirectly) rights of conversion exercise into, or exchange or subscription for or purchase of, or to otherwise acquire, Shares issued or to be issued by the Issuer or securities which by their terms may be redesignated Shares receivable upon conversion, exchange, subscription or redesignation at a consideration per Share which is less than 80.180% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities, the Conversion Exercise Price shall be adjusted by multiplying the Conversion Exercise Price in force immediately before such issue by the following fraction: A + B A +C where: A is the number of Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into, or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued by the Issuer for the purposes of, or in connection with, such issue, less the number of Shares so issued); B is the number of Shares which the aggregate consideration (if any) receivable by the Issuer for the Shares to be issued or otherwise made available upon conversion exercise or exchange or on exercise of the right of subscription or purchase or acquisition attached to such securities or, as the case may be, the Shares would purchase at such Current Market Price per Share; and C is the maximum number of Shares to be issued or otherwise made available upon conversion exercise or exchange of such securities or on the exercise of such rights of subscription or purchase or acquisition attached thereto at the initial conversionexercise, exchange or subscription price or rate or, as the case may be, the maximum number of Shares to be issued or to arise or to be made available from any such redesignation. Such adjustment shall become effective on the date of issue of such securities.

Appears in 1 contract

Samples: Warrant Subscription Agreement

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Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other existing securities in accordance with the terms applicable to such existing securitiessecurities themselves falling within the provisions of this sub-paragraph (vii), if and whenever the Issuer Company or any Subsidiary of the Issuer (otherwise than as mentioned in sub-paragraphs (4iv), (5v) or (6vi) above) ), or (at the direction or request of or pursuant to any arrangements with the Issuer Company or any Subsidiary) any other company, person or entity (otherwise than as mentioned in (4), (5) or (6) above) shall issue wholly for cash any securities (other than the Bonds and the options granted by the Issuer pursuant to its Share Option SchemesBonds) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for or purchase of, or to otherwise acquirefor, Shares issued (or grant any such rights in respect of any existing securities so issued) to be issued by the Issuer or securities which by their terms may be redesignated Shares receivable Company upon conversion, exchange, exchange or subscription or redesignation at a consideration per Share which is less than 80.1% 90 per cent. of the Current Market Price per share on the last Trading Day dealing day preceding the date of announcement of the terms of issue of such securities, the Conversion Price shall be adjusted adjusted, by multiplying the Conversion Price in force immediately before prior to such issue (or grant) by the following fraction: fraction:- A + B A ++ C where: A is the number of Shares in issue immediately before such issue (or grant (but where the relevant securities carry rights of conversion into, or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued by the Issuer for the purposes of, or in connection with, such issue, less the number of Shares so issuedgrant); B is the number of Shares which the aggregate consideration (if any) receivable by the Issuer Company for the Shares to be issued or otherwise made available upon conversion or subscription for or exchange of or on upon exercise of the right of subscription or purchase or acquisition attached to such securities or, as the case may be, the Shares would purchase at such Current Market Price per Share; and C is the maximum number of Shares to be issued or otherwise made available upon conversion into or subscription for exchange of such securities or on upon the exercise of such rights of subscription or purchase or acquisition attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Shares to be issued or to arise or to be made available from any such redesignationrate. Such adjustment shall become effective on the date of issue (or grant) of such securities.

Appears in 1 contract

Samples: Entire Agreement

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