Further Issue of Shares Sample Clauses

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Further Issue of Shares. If the Company issues new preference shares that rank equally with existing preference shares, the issue will not be taken to vary the rights attached to the existing preference shares unless otherwise determined by the Directors in the terms of issue of the existing shares.
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Further Issue of Shares. Subject to Clause 7.13, the Shareholders shall take such steps for the time being as lie within their power to procure that the Company shall not issue any further Shares whether forming part of its unissued Shares or new Shares without first offering to each of the Shareholders such number of Shares in proportion to their then existing shareholdings in the Company (and in the case of the Preference Shareholders, their shareholding shall be computed on “as converted” basis) as shall enable each such Shareholder to maintain their respective proportionate shareholdings in the issued share capital of the Company. Such offer shall be made by notice specifying the number of new Shares offered, the proportionate entitlement of each Shareholder, the price per Share and limiting a period (not being less than thirty (30) days) within which the offer, if not accepted, will be deemed to be declined. Upon the expiration of such period the Directors shall offer the Shares so declined, to the other Shareholders who have notified their willingness to take all or any of such Shares in accordance with the terms of the offer and in case of competition, pro rata (as nearly as possible) according to the number of Ordinary Shares in the Company of which such other Shareholders are registered or unconditionally entitled to be registered as holders (and in the case of the Preference Shareholders, their shareholding shall be computed on “as converted” basis). For the avoidance of doubt, the number of Ordinary Shares and Preference Shares issued by the Company from time to time shall be aggregated for the purpose of computing the proportionate shareholding of each Shareholder hereunder. Each of the Preference Shareholders may assign its rights and obligations under this Clause 7.11 to any of its Affiliates.
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Further Issue of Shares. 6.1 In the event the Company proposes to issue any Equity Securities other than an Exempted Issuance (“Further Issuance”), subject to Clause 3 (Reserved Matters) and Clause 6.3 below, the Company shall first offer such Equity Securities to each of the Shareholders in compliance with applicable Law and in the manner set out in this Clause 6. Each Shareholder shall have a right (“Pre-Emptive Right”), but not the obligation, to purchase such number of Equity Securities in the Further Issuance pro rata to their Shareholding in the Company on a Fully Diluted Basis. 6.2 Subject to applicable Law and Clause 6.3 below, the Further Issuance shall take place in the manner set out below: 6.2.1 The Company shall deliver a written notice (“Offer Notice”) to each Shareholder stating: Shares”); (b) the price and terms, if any, upon which the Equity Securities are proposed to be issued (“Issuance Terms”); and (c) the number of Equity Securities that each Shareholder is entitled to subscribe to in such issue (“Issuance Entitlement”). 6.2.2 Within 15 (fifteen) days after receipt of the Offer Notice (“Offer Period”), each Shareholder may elect to subscribe at the price (“Issuance Price”) and on the terms and conditions specified in the Offer Notice, to all or part of its respective Issuance Entitlement, by giving a written notice to the Company (“Acceptance Notice”). Within 15 (fifteen) days of communication of the Acceptance Notice (“Issuance Period”) by any Shareholder (“Accepting Shareholder”), the Company shall issue the Issuance Shares to each such Accepting Shareholder in accordance with their respective Issuance Entitlement, provided that such Accepting Shareholder shall have remitted the subscription amount to the Company for the subscription of the Issuance Entitlement. 6.2.3 If any Shareholder fails to provide the Acceptance Notice within the Offer Period, then the Company may allot such Shareholders’ respective Issuance Entitlement to any Eligible Third Party at the Issuance Price and on the terms and conditions mentioned in the Offer Notice.
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Further Issue of Shares. 3.1 The Promoter and Investor undertake to hold Shares in the Company in the ratio : respectively. The Promoter agrees that it shall continue to hold a minimum of 51% of the total issued and paid up share capital of the Company, which shall remain locked in for a period of ( ) years from the Closing Date or till the time the Loan by the Investor is outstanding, whichever is earlier. 3.2 In the event the Company proposes to undertake any new issuance of equity after the Closing which shall be in accordance with the Business Plan, all existing Shareholders of the Company shall have the right and obligation to subscribe to the new shares in proportion to their respective shareholding. In case any Shareholder fails to subscribe to the new shares then the other Shareholder shall, subject to Clause 3.1, be entitled to subscribe to the unsubscribed portion, in which case the shareholding of the Shareholder not subscribing to the shares shall stand diluted. 3.3 Except in terms of the present Agreement, the Promoter and the Company undertake that until the loans/debt availed of by the Company from the Investor, are outstanding and are repaid in full, the Company shall not incur, raise or avail any additional debt/loans without the prior written consent of the Investor. It is further agreed that termination of this Agreement shall not impact or nullify the obligations of the Parties under the Facility Agreements executed between the Company and the Investor.
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Further Issue of Shares. Where it is proposed to increase the subscribed capital of the Company by allotment of further Shares, then:
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Further Issue of Shares. (i) Where at any time it is proposed to increase the subscribed capital of the Company, the Board may, in accordance with the Act, issue further shares to: a) the persons who at the date of the offer, are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that date; and/or b) employees under a scheme of employees’ stock option in accordance with the applicable laws to the Company. (ii) Notwithstanding anything contained in sub-clause (i) the further shares may be offered to any persons (whether or not those persons include the persons referred to in clause (a) or (b) of sub- clause (i) hereof) in any manner whatsoever in accordance with the Act.
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Further Issue of Shares 
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Related to Further Issue of Shares

  • Issue of Shares ‌ If the items specified in Rule 7.3 are delivered in accordance with that Rule, the Company will, subject to the Corporations Act, the ASX Listing Rules, this Plan and any applicable Offer: (a) within 10 Business Days of satisfaction of Rule 7.3, issue to the Participant the Shares credited as being fully paid in respect of which the Awards are exercised, together with any additional Shares an entitlement to which has arisen under Rule 12 in consequence of the exercise of the Awards; (b) despatch a share certificate or enter the Shares in the Participant’s uncertificated holding, as the case may be, upon the terms set out in the Offer, the Acceptance Form and the Plan and upon such additional terms and conditions as the Board determines; and (c) cancel the certificate delivered pursuant to Rule 7.3 and, if any Awards which have not lapsed remain unexercised, deliver to the Participant a replacement certificate reflecting the number of those Awards which remain unexercised.

  • Issuance of Shares of Common Stock Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.03 above, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Issue of Warrants Creation and Issue of Warrants. 7 Section 2.2 Terms of Warrants 7 Section 2.3 Warrantholder not a Shareholder 8 Section 2.4 Warrants to Rank Pari Passu. 8 Section 2.5 Form of Warrants, Warrant Certificates. 8 Section 2.6 Book Entry Warrants 8 Section 2.7 Warrant Certificate. 10 Section 2.8 Legends 12 Section 2.9 Register of Warrants 14 Section 2.10 Issue in Substitution for Warrant Certificates Lost, etc. 15 Section 2.11 Exchange of Warrant Certificates. 15 Section 2.12 Transfer and Ownership of Warrants 16 Section 2.13 Cancellation of Surrendered Warrants 17

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.