Share Capital Clause Samples

Share Capital. Issue any Equity Securities, except to the Parent.

Share Capital. No Borrower shall: (a) purchase, cancel, redeem or retire any of its issued shares; (b) increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares; (c) issue any further shares except to the Shareholder and provided such new shares are made subject to the terms of the Shares Security applicable to that Borrower immediately upon the issue of such new shares in a manner satisfactory to the Security Agent and the terms of that Shares Security are complied with; or (d) appoint any further director, officer or secretary of that ▇▇▇▇▇▇▇▇ (unless the provisions of the Shares Security applicable to that Borrower are complied with).

Share Capital. Except in a transaction otherwise permitted under this Agreement, permit any of its Subsidiaries (other than Exempt Immaterial Subsidiaries) to issue any shares, or any options, warrants or securities convertible into shares, to the extent that such issuance would result in a reduction in the ownership percentage or such Loan Party in such Subsidiary.

Share Capital. (a) The registered share capital of the Company as of the date hereof is NIS 1,000,000,000, divided into 1,000,000,000 ordinary shares. (b) The Company has 50,708,009 ordinary shares issued and outstanding and options and Restricted Share Units exercisable to 17,363,395 ordinary shares, in each case, as of the date hereof. (c) The issued and outstanding shares of the Company immediately prior to the date hereof have been duly authorized validly issued, are fully paid and non-assessable, were issued in accordance with applicable corporate and securities laws and were issued free of all Liens, and were not issued in violation of any pre-emptive, anti- dilution or other similar rights. (d) Other than as contemplated in or as a result of this Investment Agreement and as set forth in clause (b) above, no person or entity has any agreement, option, right (including without limitation, conversion rights, preemptive rights and rights of first refusal) or warrant for the subscription, allotment, issue or purchase of any of the Company’s shares or other securities of the Company, nor is the Company a party to any undertaking towards any person or entity, regarding issuance or sale of any shares or other securities of the Company. (e) The issuance or grant of the shares, RSUs, SR Options or Investor Options hereunder or the exercise of the SR Options or Investor Options will not trigger any anti-dilution or pre-emptive rights which have not been either waived or fully satisfied. (f) The Company is not subject to any outstanding or conditioned repurchase obligation of any of the securities issued by it and no security issued by the Company is redeemable by its terms. (g) To the Company’s knowledge, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the shares of the Company, including any voting agreement granting them any special voting or veto rights. (h) The Company has not granted or agreed to grant any registration rights, with respect to its presently outstanding securities or any securities that may hereafter be issued, to any person or entity.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 per share (“Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”). As of November 13, 2014 (the “Parent Capitalization Date”), (i)(A) 265,204,677 Parent Shares were issued and outstanding and (B) no Parent Shares were held in treasury, (ii) 15,967,028 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred Shares were issued and outstanding, and (iv) no Parent Preferred Shares were issued and outstanding. All the outstanding Parent Stock are, and all Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above, as of the date hereof: (i) Parent does not have any shares of capital stock issued or outstanding other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party obligating Parent or any of Parent’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, a...

Share Capital. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

Share Capital. No Obligor shall (and Parent shall ensure no other member of the Group will) issue any shares except pursuant to a Permitted Share Issue.

Share Capital. There are no securities or instruments containing anti-dilution of similar provision that will be triggered by the issuance of shares of Common Stock pursuant to this Agreement. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement and there is no dispute as to the class of any shares of the Company.

Share Capital. No Obligor shall (and the Company shall ensure that no other member of the Group will) issue any shares except pursuant to: (a) a Permitted Share Issue; or (b) a Permitted Transaction.