Accelerated Issuance Sample Clauses

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Accelerated Issuance. (a) Upon the occurrence of a Redemption Event or a Liquidation Event as defined in the Shareholders Agreement, if any rights, preferences and privileges of the holder of the Series F-2 Preferred Share under the Shareholders Agreement and the Memorandum and Articles cannot be achieved due to the statutory requirements under any applicable laws, Warrant Holder shall be entitled to exercise the portion of Warrant held by it by paying the relevant Warrant Exercise Price in the form of issuing a promissory note at nil consideration, free of any interest, to the Company with a principal amount equal to the Warrant Exercise Price payable by such Warrant Holder (which principal amount shall be adjusted in accordance with the immediate below paragraphs (b) and (c)) and the Company shall issue the Warrant Holder such number of Warrant Shares that equals (x) the relevant Warrant Exercise Price, divided by (y) the Warrant Per-
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Accelerated Issuance. In the event that the Board determines acting reasonably and in good faith that it is in the best interests of the Company or any of its Subsidiaries to conduct an issuance which would otherwise be subject to this Section 7 on an accelerated basis, then such issuance may be completed otherwise than in compliance with the procedures set forth in this Section 7 (an "Accelerated Issuance"); provided that the Securities issued to the relevant subscriber(s) participating in such Accelerated Issuance (the "Accelerated Issuance Subscribers") shall with effect from the date of such Accelerated Issuance be deemed to have been irrevocably offered for sale to the remaining Securityholders who did not participate in the Accelerated Issuance (the "Non-Participating Securityholders"), and upon receipt of written acceptance of such offer from any Non-Participating Securityholder, the Accelerated Issuance Subscribers shall be bound to sell such portions of the newly issued Securities as each such Non-Participating Securityholder would otherwise have been entitled to subscribe for, and at a price and upon terms no less favorable than those which each Non- Participating Securityholder would have been entitled to receive, had the issuance been effected in accordance with the Pre-emptive Right. An offer deemed to have been made pursuant to this Section 7(c)(iv) shall be capable of acceptance (in whole or in part) by a Non-Participating Securityholder until the earlier of (a) the date falling 45 days following the date of such offer, and (b) the date on which such Non-Participating Securityholder has unequivocally waived his Pre-Emptive Right in respect of such issuance in writing (such date referred to in (a) or (b), the "Expiry Date"). The relevant Accelerated Issuance Subscribers participating in such Accelerated Issuance shall not exercise any voting rights attributable to such newly issued Securities until the earlier of (i) completion of the secondary sales contemplated by this Section
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Related to Accelerated Issuance

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • Exempt Issuance Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of an Exempt Issuance.

  • Accelerated Vesting Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9(a) and the terms of any Award Agreement granted to the Executive, the terms of this Section 9(a) shall control and govern.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Enhanced Optional Daily Usage File (EODUF) 12.1 The Enhanced Optional Daily Usage File (EODUF) service Agreement with terms and conditions is included in this Attachment as Exhibit D. Rates for EODUF are as set forth in Exhibit E of this Attachment. 12.2 BellSouth will provide EODUF service upon written request to its Account Manager stating a requested activation date. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes: 1. Grandfathered services can be resold only to existing subscribers of the grandfathered service. 2. Where available for resale, promotions will be made available only to End Users who would have qualified for the promotion had it been provided by BellSouth directly. 3. In Tennessee, long-term promotions (offered for more than ninety (90) days) may be obtained at one of the following rates: (a) the stated tariff rate, less the wholesale discount; (b) the promotional rate (the promotional rate offered by BellSouth will not be discounted further by the wholesale discount rate)