Right to Issue Securities Clause Samples

The 'Right to Issue Securities' clause grants a company the authority to create and distribute new shares or other financial instruments, such as options or warrants. This clause typically outlines the conditions under which the company can issue additional securities, including any required approvals or limitations, and may specify whether existing shareholders have preemptive rights to purchase new shares. Its core practical function is to provide the company with flexibility to raise capital or incentivize employees, while also clarifying the process and protecting the interests of current stakeholders.
Right to Issue Securities. After expiration of the Refusal Period, if the provisions of this Section 4(i) have been complied with in all respects by the Company and no Exercise Notice has been given, or if given, the Buyers have not agreed to purchase all of the securities set forth in the Issuance Notice, the Company shall have the right for forty-five (45) calendar days following the termination of the Refusal Period to issue such securities, or any portion thereof not being purchased by the Buyers, as the case may be, specified in the Issuance Notice on the terms described in the Issuance Notice without further notice to the Buyers, but after such forty-five (45) calendar days, no such issuance may be made without again giving notice to the Buyers and complying with all of the requirements of this Section 4(i).
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Right to Issue Securities. In the event the Qualified Buyers fail to elect to fully participate in the Future Offering within the periods described in this Section 4(p), the Company shall have 45 days thereafter to sell the securities of the Future Offering not purchased by the Qualified Buyers upon terms and conditions no more favorable to the purchasers thereof than specified in the Future Offering Notice. In the event the Company has not sold such securities of the Future Offering during such 15-day period, the Company shall not thereafter issue or sell such securities without first offering such securities to the Qualified Buyers in the manner provided in this Section 4(p).
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Right to Issue Securities. After expiration of the Refusal Period, if the provisions of this Section 3.12 have been complied with in all respects by the Company and no Exercise Notice has been given, or if given, the Purchasers have not agreed to purchase all of the securities set forth in the Issuance Notice, the Company shall have the right for forty-five (45) calendar days following the termination of the Refusal Period to issue such securities (or any portion thereof not purchased by the Purchasers) specified in the Issuance Notice on the terms described in the Issuance Notice without further notice to the Purchasers, but after such forty-five (45) calendar days, no such issuance may be made without again giving notice to the Purchaser and complying with all of the requirements of this Section 3.12(iv). with all of the no such issuance may be made without again giving notice to the Purchaser and complying with all of the requirements of this Section 3.12(iv).
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Right to Issue Securities. In the event that the proposed issuance is consummated on terms substantially equal to the terms set forth in the Issuance Notice within forty-five (45) calendar days following the termination of the Exercise Period the Company shall sell to the Buyers concurrently the securities they elected to purchase if such issuance is not consummated within such 45 day period substantially on the terms described in the Issuance Notice, no such issuance may be made without again giving notice to the Buyers and complying with all of the requirements of this Section 5(i).
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Right to Issue Securities. After expiration of the Refusal Period, if the provisions of this Section 4(h) have been complied with in all respects by the Company and no Exercise Notice has been given, or if given, the Buyers have not agreed to purchase all of the securities set forth in the Issuance Notice,
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Related to Right to Issue Securities

  • Issuance of Equity Securities to Other Persons If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such Major Investors the right to acquire such unsubscribed shares on a pro rata basis. The Major Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Major Investor’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

  • Restriction on Issuance of the Capital Stock So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), issue or sell shares of Common Stock or Preferred Stock (i) without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) any warrant, option, right, contract, call, or other security instrument granting the holder thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's Bid Price value determined immediately prior to it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8.

  • Issuance of Equity Securities No later than three Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.

  • State Securities Qualification We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.

  • Restrictions on Issuance of Shares If at any time the Board shall determine in its discretion, that listing, registration or qualification of the shares of Stock covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.