New Equity Securities definition

New Equity Securities means any and all (a) shares of Common Stock, (b) equity securities of any subsidiary of the Corporation, (c) securities exchangeable into, or convertible or exercisable for, shares of securities of the type specified in clause (a) and (b) and (d) options, warrants or other rights to acquire shares of securities of the type specified in clause (a) and (b), in each case other than as issued (i) to employees, officers, directors or consultants pursuant to any equity-based compensation or incentive plans approved by the Board, and securities issued upon exercise or conversion of such options, warrants, convertible securities or other rights, (ii) in connection with a stock split, payment of dividends or any similar recapitalization, reclassification, distribution, exchange or readjustment of shares approved by the Board pursuant to which all holders of each class of Securities (as defined in Article FOURTH) are treated equivalently, (iii) in connection with any business combination, consolidation, merger or acquisition transaction or joint venture involving the Corporation or any of its subsidiaries, in each case approved by the Board, (iv) as a bona fide equity kicker to one or more persons to whom the Corporation or any of its subsidiaries is becoming indebted in connection with the incurrence of such indebtedness approved by the Board so long as none of such persons are Affiliated with the Corporation and such indebtedness is on arms’ length terms (including with respect to market pricing), (v) to the Corporation or a direct or indirect wholly-owned subsidiary of the Corporation, and (vi) in connection with the closing of an IPO.

New Equity Securities has the meaning ascribed to such term in Section 13.2.

New Equity Securities means the New Common Stock, New Preferred Stock and New Warrants.

Examples of New Equity Securities in a sentence

• If the Company does not sell or enter into an agreement to sell such number of New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor in accordance with this paragraph 13.

• If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4.

• If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 5.

• If the Company does not sell or enter into an agreement to sell the Purchaser’s New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4.

• The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice.

More Definitions of New Equity Securities

New Equity Securities means, collectively, the New Common Stock and the Warrants.

New Equity Securities means shares of capital stock of the Borrower or securities conferring the right to purchase such capital stock or securities convertible, exchangeable or exercisable into or for (with or without additional consideration) such capital stock, in each case issued or sold by the Borrower to investors (i) during the period commencing on the date hereof and ending on December 31, 2016 in connection with any equity financing (a “2016 Equity Financing”) or (ii) during the period commencing on January 1, 2017 and thereafter in connection with an equity financing yielding total proceeds to the Borrower of not less than twenty-five million dollars ($25,000,000) (each of the financings specified in (i) and (ii) above, a “Qualified Equity Financing”).

New Equity Securities means any equity securities of the Company, whether or not currently authorized, and any securities convertible into or exercisable or exchangeable for equity securities of the Company, provided, however, that “New Equity Securities” shall not include, in each case to the extent such issuances (other than as described clause (vii)) are not for capital raising purposes, (i) securities issued upon conversion, exercise or exchange of any securities of the Company outstanding as of the date hereof; (ii) securities issued upon conversion or exercise of any New Equity Securities issued in compliance with this Agreement, (iii) securities issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to any equity compensation plans or any other similar arrangement; (iv) securities issued pursuant to the acquisition by the Company of another corporation or entity by consolidation, reorganization, merger or purchase of all or substantially all of the assets of such corporation; (v) securities issued to equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction; (vi) securities issued in connection with license, development, marketing or similar agreements or strategic partnerships; (vii) securities offered to the public pursuant to a registration statement filed under the Securities Act; and (viii) securities issued pursuant to a stock dividend, stock split, split up or similar transaction.

New Equity Securities means any Equity Securities excluding (i) securities issued upon the conversion of the Preferred Shares, (ii) securities (including securities to be issued upon exercise or conversion thereof) issued to employees, consultants or Directors of the Company or any subsidiary of the Company according to an employee share option or other incentive plan of the Company approved by the Board, or pursuant to Article 3(b), (iii) any securities issued pursuant to payment of any dividend or distribution with respect to the Company’s issued and outstanding share capital, (iv) any Warrants and Series B3 Preferred Shares issued upon the exercise of the Warrants, or (v) any Series B2 Preferred Shares issued pursuant to that certain Share Purchase Agreement date February 28, 2007; or (vi) any securities issued upon the conversion or exercise of Equity Securities outstanding as of the date these Articles are adopted.

New Equity Securities has the meaning set forth in Section 7.1(a).

New Equity Securities. - shall mean any Equity Securities, excluding: (i) securities issued to employees, consultants, officers or directors of the Company or a subsidiary thereof pursuant to an ESOP; (ii) any Ordinary Shares issued upon conversion of Preferred Shares; (iii) securities issued pursuant to an IPO or any subsequent registration; (iv) securities issued pursuant to share split, issuance of bonus shares, recapitalizations, reclassifications, share dividends or the like; (v) securities issued as “equity kickers” pursuant to any credit arrangements or debt or loan financing made in the ordinary course of business, in each case, from a bank or similar financial lending institution, which issuance shall be limited to a reasonable and customary amount and shall be approved by the Board, which approval must include the affirmative vote of the Preferred Directors Majority; (vi) Series C Preferred Shares issued upon exercise of that certain Warrant issued on May 7, 2018 by the Company to Viola; (vii) for purposes of Article 11.3 (Conversion Price Adjustments of Preferred Shares), securities issued as to which issuance a Super Majority, either by affirmative vote or written consent, waived its rights under Article 11.3; and (viii) for purposes of Article 18 (Preemptive Rights), securities issued as to which issuance a Super Majority approved, either by affirmative vote or written consent, waived its rights under Article 18.

New Equity Securities means any Equity Securities that the Company or the Operating Partnership issues or sells at any time or from time to time following the Closing Date, except for any Equity Securities issued upon conversion, exchange or exercise of other Equity Securities (including Class B Common Stock, OP units and LTIP units).