Unsubscribed Securities Clause Samples
The Unsubscribed Securities clause defines how securities that are not taken up or purchased during an offering or rights issue are handled. Typically, this clause outlines the process for reallocating or disposing of these remaining securities, such as offering them to other investors, underwriters, or through a public sale. Its core practical function is to ensure that all offered securities are accounted for and to provide a clear mechanism for dealing with any shortfall, thereby minimizing uncertainty and facilitating the completion of the offering.
Unsubscribed Securities. In the event any Unsubscribed Securities remain unsubscribed ten (10) days after delivery of the Subsequent Issuance Notice (the "Unrestricted Additional Securities"), GDI shall have the right, but not the obligation, to issue and sell such Unrestricted Additional Securities to any Person within ninety (90) days from the date of the initial Issuance Notice at a price and upon the terms that are not materially less favorable to GDI than those specified in the Issuance Notice. If GDI proposes to issue any Preemptive Interests after such 90-day period or at a price or upon terms that are materially less favorable to GDI than those specified in the Issuance Notice, it must again comply with this Section 2.3.
Unsubscribed Securities. The Company, in consultation with counsel for the Backstop Parties, shall determine the amount of Unsubscribed Securities, if any, and, in good faith, provide a Funding Notice that accurately reflects the amount of Unsubscribed Securities as so determined and to provide to the Backstop Parties a certification by the Subscription Agent of the Unsubscribed Securities or, if such certification is not available, such written backup to the determination of the Unsubscribed Securities as the Backstop Parties may reasonably request.
Unsubscribed Securities. The Company may sell any New Securities not subscribed for by the Direct Shareholder in accordance with Sections 3.2 and 3.3 to any Person or Persons at a price not less, and upon other terms not more favorable to the offeree, than those specified in the Offer Notice. To the extent such New Securities are not sold within 90 days of the delivery of the Offer Notice, such New Securities shall not be offered to any Person or Persons unless first reoffered to the Direct Shareholder in accordance with this ARTICLE 3.
Unsubscribed Securities. In the event any Unsubscribed Securities remain unsubscribed ten (10) days after delivery of the Subsequent Issuance Notice (the "Unrestricted Additional Securities"), the Company shall have the right, but not the obligation, to issue and sell such Unrestricted Additional Securities to any Person within ninety (90) days from the date of the initial Issuance Notice at a price and upon the terms that are not materially less favorable to the Company than those specified in the Issuance Notice. If the Company proposes to issue any Preemptive Interests after such 90-day period or at a price or upon terms that are materially less favorable to the Company than those specified in the Issuance Notice, it must again comply with this Section 2.3.
Unsubscribed Securities. This Section 6.1(5) prevents the situation where the Corporation is not able to sell an entire issue because the Shareholders do not elect to purchase their respective proportions. It is also an incentive for Shareholders to purchase their respective proportions to avoid dilution of their percentage ownership. An alternative approach is to provide that the Shareholders must either purchase all or none of their respective Proportionate Entitlement. Consider limiting these rights to significant shareholders. If the Corporation proposes to grant an option or other right for the purchase of or subscription for Affected Securities, that option or other right shall also be made available to Shareholders in accordance with Sections 6.1(2) through 6.1(5). The provisions of Sections 6.1(1) through 6.1(6) shall not apply to any issuance by the Corporation of Shares or Convertible Securities or other securities of the Corporation: by way of stock dividend, share splits or similar transactions; under a stock option plan approved by the Board of Directors, or under options granted under that stock option plan; made in connection with corporate partnering, strategic alliance, technology transfer, equipment financing, leasing, commercial credit or similar transactions approved by the Board of Directors, where the transactions do not have the raising of capital as a primary objective; issued in connection with bona fide acquisitions, mergers or similar transactions approved by the Board of Directors, where the transactions do not have the raising of capital as a primary objective; issued in connection with any public offering of securities; or issued as part of a lending transaction to an arm’s length third party lender.