Additional Issuance Notices Clause Samples
The "Additional Issuance Notices" clause requires a party, typically a company, to formally notify relevant stakeholders when it issues new shares, securities, or similar financial instruments. In practice, this means that before or immediately after issuing additional equity or debt, the company must provide written notice to existing shareholders or contractual counterparties, often specifying the terms and quantity of the new issuance. This clause ensures transparency and allows affected parties to exercise any rights they may have, such as pre-emptive rights, thereby preventing dilution of their interests and maintaining trust in the management of the company’s capital structure.
Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.01(a) to the Pre-emptive Members within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including:
(i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent;
(ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice;
(iii) the proposed purchase price per Unit of the New Securities; and
(iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Members’ holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.
Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.1(a) to the Pre-emptive Members within five (5) Business Days following any meeting of the Board at which any such offer to sell additional Units is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance or sale, including:
(i) the maximum number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each type, class or series of Units proposed to be issued) that such issuance would represent;
(ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; and
(iii) the proposed purchase price per unit of the New Securities.
Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 3.01(a) to the Pre-emptive Stockholder within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including:
(i) the number and description of New Securities proposed to be issued;
(ii) the proposed issuance date, which shall be at least ten (10) Business Days from the date of the Issuance Notice;
(iii) the proposed purchase price per share of New Securities and all other material terms of the offer or sale; and
(iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Fair Market Value thereof.
Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Biotest Stockholder within five (5) Business Days following any meeting of the Board of Directors at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Preferred Securities and shall set forth the material terms and conditions of the proposed issuance, including:
(i) the number and description of the New Preferred Securities proposed to be issued and the percentage of the Company's outstanding Equity Securities such issuance would represent;
(ii) the proposed issuance date, which shall be at least fifteen (15) Business Days from the date of the Issuance Notice; and
(iii) the proposed purchase price per share of New Preferred Securities.
Additional Issuance Notices. The COMPANY shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 11.3 to the Shareholders. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase Shares, to the extent known to the Company at the time, and shall set forth the material terms and conditions of the proposed issuance, including, without limitation:
(i) the number and description of the new Shares proposed to be issued and the percentage of the COMPANY’s outstanding equity interests such issuance would represent;
(ii) the proposed issuance date; and
(iii) the proposed purchase price per share.
Additional Issuance Notices. The Company shall give written notice (an "Issuance Notice") of any proposed issuance or sale described in Section 9.04(a) to the Preemptive Members within five days following such issuance or sale being approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities and shall set forth the material terms and conditions of the proposed issuance, including:
(i) the number and description of the New Securities proposed to be issued;
(ii) the proposed issuance date, which shall be at least 20 days from the date of the Issuance Notice; and
(iii) the proposed purchase price.
Additional Issuance Notices. In the case of any transaction not covered by Section 4, Rights on Registered Offerings, below, the Company will give to the Participant written notice (an “Issuance Notice”) of any proposed issuance or sale of new Equity Securities before such issuance or sale may be consummated. The Issuance Notice will set forth the Company’s bona fide intention to offer such Equity Securities and the material terms and conditions of the proposed issuance or sale, including: (a) the number and description of new Equity Securities proposed to be issued; (b) the proposed issuance date, which shall be at least seven (7) calendar days from the date of the Issuance Notice; and (c) the proposed purchase price per share of new Equity Securities and all other material terms of the offer or sale.
Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 10.1 to the Purchasers within five (5) Business Days following any meeting of the Board of Directors at which such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities and shall set forth the material terms and conditions of the proposed issuance including:
(a) the number and description of the New Securities proposed to be issued and the percentage of the Company’s capitalization such issuance would represent;
(b) the proposed issuance date, which shall be at least ten (10) Business Days from the date of the Issuance Notice; and
(c) the proposed purchase price per security and other material terms of the offering.
Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any Preemptive Issuance described in Section 6.6(a) to each Qualifying Partner, which may, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Units (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including:
(i) the number and description of the New Units proposed to be issued and the percentage of Units then-outstanding (both in the aggregate and with respect to each class or series of Units proposed to be issued but, in each case, excluding Class B Units other than Eligible Class B Units) that such issuance would represent immediately following such issuance;
(ii) the proposed issuance date, which shall be at least thirty (30) Business Days from the date of the Issuance Notice;
(iii) the proposed purchase price per Unit of the New Units (or, if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Fair Market Value thereof); and
(iv) an offer by the Company to sell to each Qualifying Partner in accordance with the terms of this Section 6.6 such Qualifying Partner’s Pro Rata Portion of the New Units to be included in the Preemptive Issuance (the “Base Amount”).
Additional Issuance Notices. The Company shall give the Purchaser written notice (an "Issuance Notice") of any proposed issuance or sale described in subsection (a) above within five Business Days following any meeting of the Board at which any such issuance or sale is approved. If the proposed issuance will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, the Issuance Notice, if applicable, shall be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities and shall set forth the material terms and conditions of the proposed issuance, including:
i. the number and description of the New Securities proposed to be issued and the percentage of the Company's outstanding Equity Securities such issuance would represent;
ii. the proposed issuance date, which shall be at least 20 days from the date of the Issuance Notice; and
iii. the proposed purchase price per share.