Additional Issuance Clause Samples
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Additional Issuance. (a) At any time during the Reinvestment Period (or, in the case of an issuance of Subordinated Notes only, after the Reinvestment Period), the Issuer (or the Collateral Manager on its behalf), as applicable, may issue and sell (A) additional Notes of any one or more new Classes of Notes that are subordinated to the existing Secured Notes or pari passu to the most junior Class of Secured Notes of the Issuer issued pursuant to this Indenture then Outstanding, provided such issuance is approved by a Majority of the Subordinated Notes and/or (B) additional Notes of all then existing Classes (which may be issued in the form of pari passu sub-classes), so long as such issuance of additional Notes is proportional across all then existing Classes (provided that the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes (with the consent of a Majority of the Subordinated Notes)) and, in each case, use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met:
(i) the Collateral Manager consents to such issuance;
(ii) solely in the case of an issuance of additional Notes pursuant to subclause (B) above, if the Aggregate Outstanding Amount of the Class A-1 Notes on the date of such issuance is less than the Aggregate Outstanding Amount of the Class A-1 Notes as of the Closing Date, the Majority of the Class A-1 Notes consents to such issuance;
(iii) in the case of additional Notes of any one or more existing Classes (other than the Subordinated Notes), the aggregate principal amount of Notes of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Outstanding Amount of the Notes of such Class on the Closing Date;
(iv) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except for legends, transfer restrictions and other provisions that do not affect the economic terms of the additional Secured Notes, and except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate, price and spread of such ...
Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the...
Additional Issuance. If the Company receives a financing order or other authorization or approval from the PSCWV, the Company may, in its sole discretion, acquire additional and separate property (including property other than Environmental Control Property) and issue one or more Additional Issuances that are backed by such separate additional property. Any new Additional Issuance may include terms and provisions unique to that Additional Issuance.
(a) The Company shall not issue additional Environmental Control Bonds or other Additional Securities if the Additional Issuance would result in the then-current ratings on any Outstanding Series of Environmental Control Bonds or other Outstanding Additional Securities being reduced or withdrawn.
(b) The following conditions must be satisfied in connection with any Additional Issuance:
(i) if the Additional Issuance is a new series of Environmental Control Bonds, such Bonds shall be rated “Aaa” by M▇▇▇▇’▇ and “AAA” by S&P and Fitch;
(ii) each Additional Issuance shall have recourse only to the assets pledged in connection with such Additional Issuance, shall be nonrecourse to any of the Company’s other assets and shall not constitute a claim against the Company if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full;
(iii) the Company has delivered to the Trustee an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of Potomac Edison or the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Company with those of the bankruptcy estate of Potomac Edison or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein;
(iv) the Company has delivered to the Trustee a certificate meeting the criteria of Section 3.19(c)(iv) of the Indenture stating that the securities issued pursuant to such Additional Issuance shall have the benefit of a true-up mechanism;
(v) the transaction documentation for such Additional Issuance provides that holders of the securities of such Additional Issuance will not file or join in the filing of any bankruptcy petition against the Company;
(vi) if the holders of t...
Additional Issuance. (a) Unless otherwise provided in the Trust Agreement, upon no less than 5 days' notice to the Trustee, the Depositor may deposit additional Underlying Securities at any time in exchange for additional Units in a minimum aggregate amount of $250,000 and, if in excess of such amount, in an integral multiple in excess thereof equal to the integral multiple for the minimum denomination otherwise applicable.
Additional Issuance. The Company’s issuance of additional capital stock and other securities of the Company shall be limited pursuant to the additional issuance restrictions set forth in Section 6.6 of the Securities Purchase Agreement.
Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities which are exercisable or convertible for, exchangeable into or otherwise providing the right to acquire Additional Shares at an exercise or conversion, exchange or other effective price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or to be issued in connection with the conversion or exercise of other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance. Shares of Common Stock owned by or held for the account of the Company or any Subsidiary of the Company on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Company.
Additional Issuance. The Company shall not issue any capital stock or other securities in connection with the raising of additional financing or capital until all of the Shares and the Warrant Shares have been registered for resale pursuant to an effective registration statement and otherwise in accordance with the terms set forth in the Registration Rights Agreement; provided; however, that the foregoing shall not prohibit the Company from issuing shares of Common Stock or securities convertible into or exercisable for Common Stock: (i) Units at the Unit Price to investors as contemplated by and in accordance with Section 2.1 in concurrent private placements (for the avoidance of doubt, the aggregate purchase price of any and all issuances pursuant to this Section 6.6(i) and Section 2.1 shall not exceed $75,000,000); (ii) upon conversion of the Warrants or other securities issuable upon conversion of securities outstanding on the date hereof, (iii) to employees, consultants, officers or directors of the Company pursuant to stock option, stock purchase or stock bonus plans or agreements or other stock incentive plans or arrangements approved by the Board, which are in existence as of the date hereof, (iv) pursuant to the acquisitions currently contemplated by the Company as of the date of this Agreement, of the business entities or properties of Argosy Energy International, Companía General de Combustibles and Golden Oil Corporation, provided that any and all such issuances shall not exceed 3,000,000 shares of capital stock or other securities, (v) pursuant to other acquisitions of other business entities or business segment of any such entities by the Company by merger, purchase of substantially all the assets or other reorganization or corporate partnering agreement if such issuance is approved by the Board and by the prior written consent of the Majority Purchasers, (vi) in connection with any stock split, stock dividend or recapitalization of the Company, and (vii) in connection with lease lines, bank loans, corporate partnering or other similar transactions, provided such issuances described in this clause (vii) are not primarily for the purpose of equity financing and are approved by the Board.
Additional Issuance. In addition, after the Initial Issuance and until such time as Licensee has raised an aggregate of not less than [***] in gross proceeds (the “Financing Threshold”) from the sale in one or more transactions (calculated on a cumulative basis) of Licensee’s equity securities or securities convertible into equity securities of Licensee ( “Equity Securities”), Licensee shall issue to TSRI and, subject to compliance with applicable security laws, to TSRI’s scientific inventors and/or an Equity Assignee, concurrently in connection with each transaction involving the sale and issuance of Licensee’s Equity Securities (each such additional issuance, an “Additional Issuance”), such additional number of shares of Licensee’s common stock as is necessary to maintain TSRI’s percentage ownership interest in Licensee at [***] of all outstanding shares of Licensee’s capital stock calculated on a Fully-Diluted Basis as of the date of each such Additional Issuance. In the event that the gross proceeds of any such Additional Issuance, together with the gross proceeds of all preceding Additional Issuances, exceed [***], Licensee shall only be obligated to issue to TSRI and, subject to compliance with applicable securities laws, to TSRI’s scientific inventors and/or an Equity Assignee, such additional number of shares of Licensee’s common stock as is necessary to maintain TSRI’s [***] ownership interest in Licensee for the first [***] in gross proceeds from all such Additional Issuances. Licensee shall deliver to TSRI stock certificate(s) representing the shares issued to TSRI, its scientific inventors and/or an Equity Assignee in connection with any Additional Issuance within [***]days after each such Additional Issuance.
Additional Issuance. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, until the Final Maturity Date, the Company may sell to the Purchaser, and the Purchaser agrees to purchase from the Company, in no more than one additional issuance (the “Additional Issuance”), a Note in the principal amount of Two Million Eight Hundred Thousand Dollars and No/100ths Dollars ($2,800,000.00). Any purchase and sale of a Note pursuant to this Section 2.2 will be preconditioned upon the satisfaction of the following conditions, which preconditions may only be waived or amended by the Purchaser in a signed writing:
2.2.1. immediately before and after such Additional Issuance, no Default or Event of Default shall have occurred and be continuing or is reasonably likely to occur as a result of the Additional Issuance;
2.2.2. the representations and warranties contained in Section 7 hereof and in the other Note Documents shall be true and correct as of the Supplemental Closing Date in all material respects after giving effect to the transactions contemplated herein on such Supplemental Closing Date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), provided that, (i) to the extent that such representations and warranties relate to a specific earlier date, such representations and warranties shall be true and correct as of such earlier date, and (ii) to the extent exceptions to such representations and warranties (or changes to schedules, as applicable) have been disclosed in writing to the Purchaser and have been approved in writing by the Purchaser, such warranties shall be qualified by such exceptions;
2.2.3. no Material Adverse Change shall have occurred since the Closing Date or is reasonably expected to occur;
2.2.4. The Purchaser shall have received fully executed account control agreements with respect to any accounts maintained by the Company with the financial institutions listed on Exhibit 7.14, in form and substance reasonably satisfactory to the Purchaser;
2.2.5. The Purchaser shall have received one or more duly executed Guaranties acceptable to Purchaser, each in substantially the form of Exhibit 2.2.7 (each a “Guaranty”), signed by members of the Company that are satisfactory to the Purchaser, it being agreed that Guaranties signed by any group of Persons with an aggregate net worth o...
Additional Issuance. The Parties agree that Company may issue additional convertible notes in an aggregate principal amount not to exceed US$50,000,000 to certain other investors within 30 calendar days following the date hereof on the same terms as the Notes acquired by the Investors described in this Agreement (including the Exhibits attached hereto, but excluding (i) the rights described in Section 5.03, Section 5.09, Section 5.13, Section 5.15 and Section 5.16 of this Agreement, (ii) the rights expressly available only to the Investor Parties specified in the Notes, which shall be granted and assignable to the Investor Parties and the VCOC Investor only).