Exempted Issuance definition
Exempted Issuance means: (a) issuance of Shares pursuant to adjustment to the Conversion Ratio in accordance with the terms of the Agreement; (b) clause 10 of the SSA (Indemnification by the Company and the Promoters); (c) Equity Shares issuable upon conversion of any of the Investor Securities, or as bonus shares dividend or other distribution on the Investor Securities; (d) Equity Shares issued to an Investor pursuant to the anti-dilution rights under Article 4.1of Part B of these Articles; (e) issuance of Dilution Instruments pertaining to the 2019 ESOP Plan Options or an employee stock option plan approved in accordance with the Agreement or exercise of any options pursuant to such ESOP/employee stock option plan; (f) issuance of sweat equity Shares to the Individual Promoters; (g) issue of Shares pursuant to any IPO or QIPO undertaken in accordance with the Agreement; and (h) any issuance of Shares pursuant to Article 7.8of Part B of these Articles;
Exempted Issuance means any allotment or issue of Shares or an Interest in Shares by the Company under or in connection with:
Exempted Issuance means (i) shares of Common Stock issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan; (ii) shares issued or deemed to have been issued upon the conversion, exchange or exercise of any Option or Convertible Security outstanding on the date prior to the Warrant Date, provided, that the terms of such Option or Convertible Security are not amended or otherwise modified on or after the Warrant Date, and provided, that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of shares of Common Stock issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the Warrant Date; and (ii) shares of the Common Stock issued or deemed to have been issued by the Company upon conversion of the Notes or exercise of the Warrants.
Examples of Exempted Issuance in a sentence
Not less than fifteen (15) days before a proposed issuance of New Securities other than in connection with an Exempted Issuance (a “Proposed Issuance”), the Company shall deliver to the Investor written notice (the “Issuance Notice”) of the Proposed Issuance setting forth (a) the number, type and terms of the securities to be issued, (b) the consideration to be received by the Company in connection with the Proposed Issuance and (c) the identity of the Proposed Recipients.
Notwithstanding the provisions of Section 5.3, no adjustment to the Exercise Price shall be effected as a result of an Exempted Issuance.
The restrictions under this Section 8.15 shall not apply to any Exempted Issuance.
The anti-dilution protection set out in this Clause 10 will not apply in the event of an Exempted Issuance.
The right to acquire provided in this Section 6(a) shall not apply with respect to any Exempted Issuance as defined in Section 4 above.
More Definitions of Exempted Issuance
Exempted Issuance means Dilution Instruments issued / offered by the Company pursuant to (a) a Public Offer; (b) any ESOP plan of the Company; (c) conversion of convertible instruments in accordance with the terms of these Articles; (d) Shares issued in connection with any share consolidation, stock split, stock, dividend, bonus or other distribution on Shares (in respect of which appropriate adjustment is made to the number of Shares issuable upon conversion of the Dilution Instruments); and (e) Shares issued to give effect to the provisions of SCHEDULE 3 of these Articles.
Exempted Issuance means (a) any issuance of the Conversion Shares and (b) the issuance of Shares or Equity Securities convertible into Shares for up to five percent (5%) of the issued share capital of the Company as of the date of this Agreement on a non-diluted basis under the Existing Share Incentive Scheme.
Exempted Issuance means (a) any issuance of Common Stock upon the conversion of the shares of the Series D Preferred Stock; (b) the conversion, exercise or exchange of options, warrants or convertible securities of the Company that are outstanding and have been fully disclosed as of the Completion Date (as defined in the Securities Purchase Agreement); (c) any issuance of shares of Common Stock or options to employees, officers, directors or other service providers of the Company pursuant to any stock or option plan duly approved for such purpose including the approval by the Board; provided that the total amount of shares of Common Stock (calculated on a fully-diluted basis) underlying the Equity Securities issued under any and all stock or option plans shall not exceed 1.5% of the total number of shares of Common Stock on a fully diluted basis immediately after the Completion for each 12-month period after the Completion; (d) any issuance of Common Stock, options, warrants or convertible securities of the Company pursuant to acquisitions or other strategic transactions, in each case approved by the Board (including the affirmative vote or written consent of at least one (1) Series D Director) and (e) any issuance of Adjustment Shares (as defined in the Securities Purchase Agreement).
Exempted Issuance means (a) any issuance of Common Shares upon the conversion of the Notes; (b) the conversion, exercise or exchange of options, warrants or convertible securities of the Company that are outstanding and have been fully disclosed to the Investor as of the Closing Date; and (c) any issuance of Common Shares or options to employees, officers, directors or other service providers of the Company or its Subsidiaries pursuant to any Equity Incentive Plan duly approved for such purpose including the approval by the Board.
Exempted Issuance means (a) any issuance of the Conversion Shares (b)any issuance of Shares or Equity Securities convertible into Shares pursuant to the KKR Notes or KKR Transaction Documents, and (c) the issuance of Shares or Equity Securities convertible into Shares for up to five percent (5%) of the issued share capital of the Company as of the date of this Agreement on a non-diluted basis under the Existing Share Incentive Scheme.
Exempted Issuance means: (i) Ordinary Shares issued or deemed to be issued by the Company pursuant to any employee benefit plan which has been duly adopted and approved by the Company Board and shareholders of the Company, pursuant to which the Company's securities may be issued to employees, consultants, advisors, officers and/or directors (or any individual who has accepted an offer of employment) for services provided to the Company, provided that the number of such shares issued or deemed to be issued in any calendar year does not exceed 5% of the number of outstanding Ordinary Shares as of the end of the immediately preceding year; (ii) Ordinary Shares issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security outstanding on the date immediately prior to the date of this Agreement and set forth in a Schedule hereto, provided that the terms of such option, obligation or security are not amended or otherwise modified on or after the date hereof in a manner that would reduce the exercise price thereof; (iii) Ordinary Shares issued or deemed to be issued by the Company in the Subsequent Financing; and (iv) Ordinary Shares issued or deemed to be issued by the Company upon exercise of the Warrants (provided that the terms of the Warrants are not amended or otherwise modified on or after the ate hereof in a manner that would reduce the exercise price thereof).
Exempted Issuance means the issuance of shares of Common Stock, preferred stock or rights to acquire either of the foregoing by the Company at a purchase price per share equal or greater than the closing sale price on the trading day immediately preceding the date of such issuance; provided that the aggregate number of shares of Common Stock issued or issuable does not exceed 500,000 shares of Common Stock; and provided further that in the event that (i) convertible preferred stock or rights to acquire convertible preferred stock is issued, the number of convertible preferred stock issuable is that number of preferred stock that when converted would equate no more than 500,000 shares of Common Stock and (ii) preferred stock is not convertible, then the number of shares of preferred stock issuable in order for such issuance to be deemed an Exempted Issuance shall be determined by the Board in good faith. .