New Share Issuance Clause Samples

The New Share Issuance clause governs the process by which a company can issue additional shares of stock beyond those already outstanding. Typically, this clause outlines the conditions under which new shares may be created, such as board or shareholder approval, and may specify procedures for offering these shares to existing shareholders, often through pre-emptive rights. Its core practical function is to regulate the dilution of existing ownership stakes and ensure transparency and fairness in the expansion of the company’s equity base.
New Share Issuance. To the extent permitted by applicable laws and regulations (and not otherwise limited by any competent Authority), give the Lenders notice of any board resolution or other Authorization approving the issuance of any new Ordinary Share as soon as possible after to adoption thereof (and in any event no less than 15 days prior to the convening, If required, of any relevant shareholders meeting to consider the new Ordinary Share issue);
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New Share Issuance. The Company agrees to issue to the Noteholder (the “New Share Issuance”) as soon as reasonably practicable following the Conversion Date, but in any event not later than the fifth Business Day (as defined in the Convertible Notes Indenture) following the Conversion Date, 0.125 shares of Common Stock (the “New Shares”) for each share of Common Stock issued to the Noteholder in the Conversion (the “Share Payment”). To the extent any fractional shares of Common Stock are issuable to the Noteholder following the determination of the aggregate number of shares of Common Stock to be issued in the New Share Issuance, the Company shall round up the total New Shares issuable to the Noteholder to the nearest share of Common Stock.
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New Share Issuance. If new shares are issued at a price lower than the issue price, the issue price shall be adjusted as follows: Adjusted issue price = (total number of outstanding shares before the share issuance x issue price before adjustment + the number of new shares issued x the issue price per share of the new shares issued) / (total number of outstanding shares before the new share issuance + the number of new shares issued)
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New Share Issuance. Until the completion of the contemporaneous Share Repurchase Agreement between the present control shareholders and UniPro, the Seller's nominees or assigns, by virtue of their ownership of the shares being issued pursuant to this Asset Purchase Agreement will be the control shareholders of the Purchaser, and as such hereby agree that they shall NOT cause UniPro to issue additional shares of its capital stock (common or preferred) except in exchange for valuable assets, without the express written consent of Paul M. Galant, acting as the representative of the current cont▇▇▇ ▇▇▇▇▇▇▇▇▇▇rs.
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New Share Issuance. Subject to the terms of this Agreement and the Share Subscription Agreement, the Shareholders shall cause Hungnong to arrange for the issuance of 1,428,050 New Shares to Seminis at a price of approximately 75,483 Won per share, which comprise of five thousand (5,000) Won par value per share plus a premium of approximately 70,483 Won shall be referred to as "Subscription Price") so that Seminis may subscribe and pay for such New Shares on the Closing Date. The New Shares, together with the Purchased Shares, shall constitute 70% of the total issued and outstanding shares of Hungnong after the issuance of New Shares on a fully diluted basis.
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Related to New Share Issuance

  • Share Issuance Until the Expiration Date, if the Company shall issue any Common Stock except for the Excepted Issuances (as defined in the Subscription Agreement), prior to the complete exercise of this Warrant for a consideration less than the Purchase Price that would be in effect at the time of such issue, then, and thereafter successively upon each such issue, the Purchase Price shall be reduced to such other lower issue price. For purposes of this adjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the above-described security, debt instrument, warrant, right, or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Purchase Price in effect upon such issuance. The reduction of the Purchase Price described in this Section 3.4 is in addition to the other rights of the Holder described in the Subscription Agreement.

  • Share Issuances Subject to the provisions of this Section 3.3, if the Company shall at any time prior to the exercise in full of this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; or (iv) pursuant to options that may be issued as of the date hereof under any employee incentive stock option adopted by the Company) for a consideration per share (the “Offer Price”) less than any Exercise Price in effect at the time of such issuance, then such Exercise Price shall be immediately reset to such lower Exercise Price pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities. If the Company issues any additional shares in the manner referred to above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise Price shall be adjusted by multiplying the each then applicable Exercise Price by the following fraction: A = Total number of shares outstanding or deemed to be outstanding immediately prior to such issuance. B = Number of shares issued (or deemed to have been issued). C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.

  • No Fractional Shares to Be Issued The Company shall not be required to issue fractions of Shares upon exercise of this Warrant. If any fraction of a Share would, but for this Section, be issuable upon any exercise of this Warrant, in lieu of such fractional Share the Company shall pay to the Holder or Holders, as the case may be, in cash, an amount equal to the same fraction of the Fair Market Value per share of outstanding Shares on the Business Day immediately prior to the date of such exercise.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.