Subscription Privileges Clause Samples

Subscription Privileges. Each Rights Holder is entitled to subscribe for all or any portion of the shares of Pre-Split Common Stock that may be purchased upon exercise of the Rights (the "Basic Subscription Privilege"). Each Right also entitles the Rights Holder to oversubscribe for any shares not sold to Rights Holders exercising the Basic Subscription Privilege, not to exceed one additional share of Pre-Split Common Stock for each share of Pre-Split Common Stock purchased under the Basic Subscription Privilege (the "Oversubscription Privilege"). Only Rights Holders who exercise Rights under the Basic Subscription Privilege will be entitled to exercise the Oversubscription Privilege. If the shares of Pre-Split Common Stock not subscribed for by Rights Holders through exercise of the Basic Subscription Privilege are not sufficient to satisfy all oversubscriptions, available shares will be allocated pro rata (subject to the elimination of fractional shares) among oversubscribing Rights Holders in proportion to the number of shares of Pre-Split Common Stock each oversubscribing Rights Holder has subscribed for under the Basic Subscription Privilege.
View SourceView Similar (2)
Subscription Privileges. Each Right carries with it a Basic Subscription Privilege and an Oversubscription Privilege: (a) Each Right entitles its Holder to purchase one share of Common Stock at a price of $7.25 per share pursuant to such Holder's Basic Subscription Privilege. (b) Holders exercising all of their Rights pursuant to their Basic Subscription Privileges will be entitled to subscribe for additional Underlying Shares at the Subscription Price pursuant to their Oversubscription Privileges. The Company and the Subscription Agent agree to use their respective best efforts to ensure that Holders exercise in full their Basic Subscription Privileges before subscribing for and acquiring Underlying Shares pursuant to their Oversubscription Privileges but acknowledge that such compliance cannot be guaranteed. Underlying Shares will be available for purchase pursuant to the Oversubscription Privilege only to the extent that the maximum number of Underlying Shares are not subscribed for through the exercise of all Basic Subscription Privileges by the Expiration Date (as defined below). If the Underlying Shares so available (the "Excess Shares") are not sufficient to satisfy all subscriptions pursuant to the Oversubscription Privilege, the Excess Shares will be allocated pro rata (subject to the elimination of fractional shares) among those Holders exercising the Oversubscription Privilege, in proportion, not to the number of Underlying Shares subscribed for pursuant to the Oversubscription Privilege, but to the number of Underlying Shares they have subscribed for pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder being allocated a greater number of Excess Shares than such Holder subscribed for pursuant to the exercise of such Holder's Oversubscription Privilege, then such Holder will be allocated only such number of Excess Shares such Holder subscribed for and the remaining Excess Shares will be allocated among all other Holders exercising Oversubscription Privileges. (c) Banks, brokers and other nominee holders of Rights who exercise Rights on behalf of beneficial owners shall, as a condition of the exercise of such Rights, be required to certify to the Subscription Agent and the Company (by delivery to the Subscription Agent of a Nominee Holder Certification substantially in the form of Exhibit B hereto) as to: (1) the names of the beneficial owners on whose behalf they are acting;
View SourceView Similar (2)
Subscription Privileges. The Company proposes to offer to sell the Shares ----------------------- on the basis of one Share for every _________ Rights granted and properly exercised (the "Basic Subscription Privilege"). In addition, all holders of Rights are entitled, subject to availability and proration as described in the Registration Statement , to purchase Shares not purchased by other stockholders under the Basic Subscription Privilege (the "Oversubscription Privilege"). The Company expects to mail the Subscription Warrants together with the prospectus (as defined below) and related instructions to the record holders of Shares as soon as practicable after the Registration Statement becomes effective (the "Time of Mailing"). The Rights will expire at 5:00 P.M., New York City time, on __________, 1999 (the "Expiration Date").
View SourceView Similar (2)

Related to Subscription Privileges

  • Conversion Privileges The conversion privileges set forth in Article III shall remain in full force and effect immediately from the date hereof and until this Note is paid in full.

  • Subscription Rights, Preferences or Privileges If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

  • Subscription Rights If the Company, at any time while this Warrant is outstanding, shall fix a record date for the distribution to holders of its Common Stock, evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in Sections 5(a) and 5(b) above), then in each such case the Exercise Price at which this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the per-share Market Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding 10% of the net assets of the Company, such fair market value shall be determined by an appraiser selected in good faith by the registered owners of a majority of the Warrant Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such appraiser shall have the right to select in good faith an additional appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

  • UNION PRIVILEGES It is agreed that the business representative of the Union shall be admitted during working hours, at reasonable times, to interview employees while on duty or to inspect working conditions; provided, however, that such visits shall not unduly disturb the Employer's business and further, that the business representative shall report his presence to the Store Manager upon arrival at the store.

  • Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.