Subject Issuance definition

Subject Issuance has the meaning set forth in Section 2.3(f)(ii).

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Subject Issuance means an issuance by the Company of additional Voting Securities other than issuances in connection with any stock split, subdivision, stock dividend (including dividends on preferred stock whether in the form of shares of preferred stock or common stock) or pro rata recapitalization (including any exchange of one or more series of preferred stock for another series of preferred stock) by the Company.

Subject Issuance means an issuance by the Company of additional Voting Securities or any securities of the Company convertible into, or exchangeable or exercisable for, such Voting Securities, and options, warrants or other rights to acquire such Voting Securities or similar securities, other than issuances (i) in connection with any stock split, subdivision, stock dividend or pro rata recapitalization by the Company, (ii) of options to purchase Voting Securities, and Voting Securities, in each case issued to employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans approved by the Board of Directors, or (iii) of any Voting Securities in connection with the acquisition of another Person or business by the Company, other than an acquisition by the Company or its Subsidiaries of or from an Affiliate of the Company; provided that such acquisition has been approved by the Board of Directors, and such Voting Securities are being issued as consideration for the transaction and not in connection with third-party financing obtained for such transaction or otherwise.

Examples of Subject Issuance in a sentence

The delivery of an Acceptance Notice by NB shall be a binding and irrevocable offer by NB to purchase the Preemptive Securities described in the Acceptance Notice for cash, subject only to the closing of the Subject Issuance actually occurring.
A = the number of additional shares of Common Stock issued (or issuable upon exercise, conversion or exchange of a Derivative Security issued) in the Subject Issuance.
P = the price per share of the Common Stock issued (or issuable upon exercise, conversion or exchange of a Derivative Security issued) in the Subject Issuance.
BV1 = the Deferred Compensation Per Share Base Value or SAR Per Share Base Value, as applicable, immediately prior to the Subject Issuance.
Prior to the execution of this Agreement, the Shareholder approved and adopted this Agreement for purposes of obtaining the required shareholder approval under the rules and regulations of the NYSE, including Section 312 of the NYSE Listed Company Manual (Shareholder Approval Policy), in order to permit the exercise of the Shareholder’s preemptive rights under Section 4.1(a) in respect of any Subject Issuance (the “Contractual Preemptive Rights”).
If prior to any such Subject Issuance, there is a material change in the terms of such Subject Issuance (other than, in the case of a public offering, a change in the anticipated amount of Subject Securities or the price), then prior to such Subject Issuance, the Company shall provide the Investor with ten (10) Business Days’ prior written notice describing such change (such period between such notice and the date of the Subject Issuance, also a “Notice Period”).
The closing of the purchase of such Common Stock (or rights to acquire Common Stock) shall take place at a location and on a date selected by the Company, which date shall be a reasonable period of time before or after the consummation of the Subject Issuance.
In addition, if the Shareholder so requests and the Company determines, in its sole discretion, that such request is practicable, the Company may offer the Shareholder, in lieu of securities of the kind being issued in the Subject Issuance, rights to acquire such securities that are structured so as to minimize the need to reduce such Shareholder's allocation in light of the Ownership Limits.
In the event that the Company proposes to undertake an issuance or sale, or enter into any agreements providing for the issuance or sale, of any New Securities other than Permitted Issuances (each a “Subject Issuance”), the Company shall deliver a written notice (the “Preemptive Rights Notice”) of the principal terms thereof to each Stockholder at least thirty (30) days prior to the proposed Subject Issuance.
Except as provided in Section 3.2(d), the Investor shall effect the Additional Subject Securities Purchase concurrently with the Subject Issuance (the date of consummation of such transactions being referred to as the “Preemptive Rights Closing Date”).

More Definitions of Subject Issuance

Subject Issuance shall have the meaning ascribed to such term in the Shareholder Agreement.

Subject Issuance has the meaning set forth in clause (a) of the definition of “Qualifying Subordinated Convertible Debt.”

Subject Issuance shall have the meaning ascribed to such term in Section 4.11(b). "Subscription Agreement" shall have the meaning ascribed to such term in Section 2.5.

Subject Issuance has the meaning set forth in Section 6.1.