New Issue Clause Samples

The "New Issue" clause defines the terms and conditions under which new securities or shares may be issued by a company. Typically, this clause outlines the process for offering new shares, including who has the right to purchase them, such as existing shareholders through pre-emptive rights, and any procedures for notifying interested parties. Its core practical function is to regulate the issuance of additional equity, ensuring fairness among shareholders and preventing dilution of ownership without proper notice or opportunity to participate.
New Issue. M. S▇▇▇▇▇▇▇
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New Issue. Without limiting any remedies otherwise available to the Holder at law or in equity in any manner, the Company shall not issue any new equity or equity-linked security if, in the reasonable opinion of the Holder, such issuance would result in the conditions contained in Section 2.3 (x) or (y) no longer being true, unless the intended purchaser(s) of such new issue agrees and represents in writing to the Company that it does not have any present intention to remove any of the Major Shareholders from his/her management position at the Company or change his/her position at the Company.
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New Issue. (i) any shares of equity securities, whether authorized now or not; (ii) any rights, options or warrants to purchase equity securities; and (iii) any securities that are, or may become, convertible into or exchangeable for Common Stock or other equity securities; provided that, the term “New Issue” does not include: (A) any securities offered to the public pursuant to a registration statement approved by the Board and filed pursuant to the Securities Act (provided, that the Registration Rights Agreement shall not have then been terminated); (B) any securities issued as acquisition consideration in connection with the acquisition of another Person by the Company by merger, stock purchase, purchase of substantially all the assets of such Person or otherwise or other reorganization approved by the Board; (C) any securities issued in connection with any borrowings by the Company or any of its Subsidiaries from recognized financial institutions that are not affiliated with any Stockholder, which are approved by the Board, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument; (D) any securities issued in connection with any equipment leases in the ordinary course of business that are approved by the Board; (E) any shares of Common Stock or other securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option plan, stock purchase plan, stock bonus arrangement or other similar plan approved by the Board; (F) any securities issued in connection with any stock split, reverse stock split, stock dividend, merger, recapitalization or other similar event if an adjustment has been made to the shares held by all Stockholders as a result of such event and (G) with the consent of Logan’s then current chief executive officer, one or more sales of securities to any Third Party Investor not exceeding $10 million in the aggregate. Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Registration: the closing of a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended.
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New Issue. 1. Evaluate options or alternatives with respect to the proposed new Issue. 2. Provide financial analysis to the Client to assist in understanding the benefits, costs, and risks of the proposed new Issue. 3. Review recommendations made by other parties to the Client. 4. Assist Client in preparing a plan of finance. 5. Advise Client on structure, terms and timing of the proposed new Issue. 6. Prepare financing schedule. 7. Attend meetings as requested by the Client. 8. Assist the Client in preparation and distribution of their loan information document, financial analysis, and supporting documents, as appropriate. 9. Coordinate as appropriate with Client staff, legal representatives, accountants, auditors, banks, lenders, engineers, consultants, and trustees to facilitate the plan of finance. 10. Coordinate closing of the new Issue with Client and other parties. MFSOK and the Client acknowledge that the Client will engage Bond Counsel and other legal service providers under separate contracts. MFSOK may rely on opinions and advice from legal representatives of the Client and will not be held responsible for any legal advice, directly or indirectly, rendered by the legal representatives. Neither MFSOK as Municipal Advisor nor its Municipal Advisor Representatives are licensed to engage in the practice of law and, consequently, will offer no legal advice. None of the fee for services under this Agreement relates to legal services. If such legal services are necessary, it shall be the responsibility of the Client to obtain them. MFSOK’s services are limited to those specifically set forth herein.
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New Issue. MFSOK shall be paid at the time of closing a fee calculated as follows: ▪ One Percent (1%) of the amount of the loan
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New Issue. New Issue (NI) is the dollar amount of advertising revenue sold during the specific sales canvass. Pay period is the monthly calendar period established for reporting incentive compensation related information.
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New Issue. 5.1.1. Participation in new issue. 5.1.1.1. Who can take part in new issue.
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New Issue. (i) any shares of equity securities, whether authorized now or not; (ii) any rights, options or warrants to purchase equity securities; and (iii) any securities that are, or may become, convertible into or exchangeable for Common Stock or other equity securities; provided that, the term “New Issue” does not include: (A) any securities offered to the public pursuant to a registration statement approved by the Board and filed pursuant to the Securities Act (provided, that the Registration Rights Agreement shall not have then been terminated); (B) any securities issued as acquisition consideration in connection with the acquisition of another Person by the Company by merger, stock purchase, purchase of substantially all the assets of such Person or otherwise or other reorganization approved by the Board; (C) any securities issued in connection with any borrowings by the Company or any of its Subsidiaries from recognized financial institutions that are not affiliated with any Stockholder, which are approved by the Board, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument; (D) any securities issued in connection with any equipment leases in the ordinary course of business that are approved by the Board; (E) any shares of Common Stock or other securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option plan, stock purchase plan, stock bonus arrangement or other similar plan approved by the Board; (F) any securities issued in connection with any stock split, reverse stock split, stock dividend, merger, recapitalization or other similar event if an adjustment has been made to the shares held by all Stockholders as a result of such event and (G) with the consent of ▇▇▇▇▇’▇ then current chief executive officer, one or more sales of securities to any Third Party Investor not exceeding $10 million in the aggregate. Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
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Related to New Issue

  • Form and Denomination The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof, and shall be transferable in integral multiples of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.

  • Form and Denominations With respect to each PC Pool, the principal balances, PC Coupons and other characteristics of the PCs to be issued shall be specified in the related Pool Supplement. Delivery of the PCs of a PC Pool shall constitute the issuance of the PCs for that PC Pool. PCs shall be issued, held and transferable only on the book-entry system of the Federal Reserve Banks in minimum original principal amounts of $1,000 and additional increments of $1. PCs shall at all times remain on deposit with a Federal Reserve Bank in accordance with the provisions of the Book-Entry Rules. A Federal Reserve Bank will maintain a book-entry recordkeeping system for all transactions in PCs with respect to Holders.

  • Debt Securities Step Debt Securities shall bear interest from their Issue Date to a specified date at their initial fixed interest rate and from that date to their Maturity Date at one or more different fixed interest rates that shall be prescribed as of the Issue Date. A Step Debt Security will have one or more step periods. The applicable Supplemental Agreement shall specify the fixed interest rate per annum payable on Step Debt Securities for each related period from issuance to maturity. Unless otherwise specified in the applicable Supplemental Agreement, interest on a Step Debt Security shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

  • Selection of Securities to be Redeemed If less than all the Securities of any series, or any Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series or Tranche not previously called for redemption, by such method as shall be provided for any particular series, or, in the absence of any such provision, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or Tranche or any integral multiple thereof) of the principal amount of Securities of such series or Tranche of a denomination larger than the minimum authorized denomination for Securities of such series or Tranche; provided, however, that if, as indicated in an Officer's Certificate, the Company shall have offered to purchase all or any principal amount of the Securities then Outstanding of any series, or any Tranche thereof, and less than all of such Securities as to which such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any principal amount of such Securities which have not been so tendered. The Trustee shall promptly notify the Company and the Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

  • FORM, DATING AND DENOMINATIONS The Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will be dated as of the date of its authentication. Except to the extent otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10. The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations. Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note. The terms contained in the Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.