Subsequent Issuance Clause Samples
The Subsequent Issuance clause governs the terms and conditions under which a company may issue additional shares or securities after the initial issuance. Typically, this clause outlines the procedures for notifying existing shareholders, the rights of those shareholders to participate in future offerings (such as preemptive rights), and any limitations or requirements for new issuances. Its core practical function is to protect existing investors from dilution of their ownership and to ensure transparency and fairness in the process of raising additional capital.
Subsequent Issuance. The Company may only issue Additional Notes in accordance with Section 4.14 of the Indenture. The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discount, immediately following such issuance (and any issuance of Additional Notes thereafter), a portion of each Holder’s Original Notes and/or Additional Notes, as applicable, will automatically, without any action by such Holder, be exchanged (the “Automatic Exchange”) for a portion of each other Holder’s Notes, such that immediately after the Automatic Exchange, each Holder will hold Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of such Notes to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each Holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Company and the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into indivisible units. At least ten (10) business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Company shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic Exchange. The Company agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company will report any “original issue discount” (as determined for U.S. federal income tax purposes) associated with the Original Notes and Additional Notes among all beneficial owners in proportion to their ownership of the aggregate principal amount of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purpose.
Subsequent Issuance. The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.
Subsequent Issuance. (a) Upon the issuance by the Company of Additional Securities, if the Company determines that such Additional Securities should be assigned a different CUSIP number than the Original Securities, immediately following such issuance, a portion of each holder's Original Securities and/or Additional Securities, as applicable, will automatically, without any action by such holder, be exchanged (the "Automatic Exchange") for a portion of each other holder's Securities, such that immediately after the Automatic Exchange, each holder will hold Original Securities and Additional Securities in the same proportion as the ratio of the then outstanding aggregate principal amount of Original Securities to the then outstanding aggregate principal amount of Additional Securities. The aggregate principal amount of Securities owned by each holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Company and the Trustee will instruct the Depositary to facilitate the combination of the Original Securities and Additional Securities into indivisible units ("Unit Securities") and thereafter the term Original Securities shall be deemed, for the purposes of this Section 4.14, to include the Unit Securities.
(b) At least ten (10) business days prior to the closing of a subsequent issuance that is likely to result in an Automatic Exchange, the Company shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for the Automatic Exchange.
Subsequent Issuance. The Company may issue Additional Notes provided that (i) no Event of Default has occurred and is continuing at the time of such issuance, (ii) the Incurrence of Indebtedness evidenced by such Additional Notes is permitted pursuant to Sections 8.3 and 1.2.
Subsequent Issuance. (a) The Issuer may issue Additional Notes:
(i) upon exercise of exchange warrants by holders of ASLP units to acquire Notes and Common Stock of the Issuer pursuant to the terms thereof, subject to compliance with clause (u) of Section 4.03, provided that no Event of Default has occurred and is continuing at the time of such issuance, and
(ii) (b) for other purposes in connection with issuances of the Issuer's IDSs or Common Stock, provided that (1) no Event of Default has occurred and is continuing at the time of such issuance, (2) the Incurrence of Indebtedness evidenced by such Additional Notes is permitted pursuant to Section 4.03, (3) the ratio of the aggregate principal amount of such Additional Notes over the number of such additional shares of the Issuer's Common Stock shall be equal to the equivalent ratio with respect to the Notes and Common Stock outstanding immediately after the Issue Date, (4) the Issuer uses any cash or property received from the issuance of such Additional Notes to acquire additional Intercompany Notes in an aggregate principal amount equal to the aggregate principal amount of such Additional Notes, and (5) such additional Intercompany Notes are made subject to the Pledge.
(b) The Issuer agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon the issuance by the Issuer of any Additional Notes, if the Issuer determines that such Additional Notes should be assigned a different CUSIP number than the Original Notes, immediately following such issuance, a portion of each holder's Original Notes and/or Additional Notes, as applicable, will automatically, without any action by such holder, be exchanged (the "Automatic Exchange") for a portion of each other holder's Notes, such that immediately after the Automatic Exchange, each Holder will hold Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of Notes such to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Issuer and the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into indivisible units ("Unit Notes").
(c) At leas...
Subsequent Issuance. The issuance of one or more Notes aggregating an additional Five Million Dollars ($5,000,000) (the “Subsequent Issuance Purchase Price” and, together with the Closing Purchase Price, the “Purchase Price”) shall be on or before the fifth business day after the compliance with the Subsequent Issuance Condition as defined in Section 1(d) (the “Subsequent Issuance Date”). Subject to the satisfaction or waiver of the conditions to Closing, on the Subsequent Issuance Date, each Subscriber shall purchase and the Company shall sell to each Subscriber a Note in the Principal Amount designated on the signature page hereto (“Subsequent Issuance Notes”). The Subsequent Issuance Notes shall have the same maturity date as the Closing Notes.
Subsequent Issuance. 23 8.14 Merger, Consolidation or Sale of All or Substantially All Assets ............................... 23
Subsequent Issuance. Prior to the Maturity Date (as defined in the Notes) and so long as no Event of Default (as defined in the Security Agreement made by the Company in favor of the Purchasers dated as of the date hereof (the "Security Agreement")) has occurred and is continuing under the Security Agreement, upon 3 days written notice from the Company to the Purchasers, the Company shall have the right to require the Purchasers to purchase additional Notes in the aggregate principal amount of [ ] ($ ) and the Purchasers shall pay the Company, by check or wire transfer, the amount of [ ] ($ ) on such 3rd day in full payment of such additional Notes.
Subsequent Issuance. If any Securities are not issued pursuant to the Second Closing as a result of the limitations of this Section 1.5, during the sixty (60) days immediately following the Second Closing, the Company may elect to issue by written notice from time to time to Purchaser and, upon such issuance, Purchaser shall purchase such Securities as may from time to time be allowable under such limitations, but such issuance and purchase must exceed an aggregate value of five hundred thousand dollars ($500,000), except that if the aggregate value of all remaining Securities is less than $500,000, the issuance and purchase must be of all such remaining Securities. Such issuance and purchase shall be consistent with all provisions of this Agreement and all conditions hereto must be met by the applicable party at the time of each such subsequent issuance. If Securities contemplated by this Agreement (other than shares underlying the Warrants) remain unissued and unpurchased on the ninetieth (90th) day after the Second Closing, the Company may remove such unissued Securities from the Second Registration Statement (as defined in the Registration Rights Agreement). For the purposes of this Section 1.5, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be made in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D and G thereunder.
Subsequent Issuance. Subject to the terms and conditions hereinafter set forth, each Lender shall have the option (the "Conversion Option") from time to time on or after the occurrence of a Trigger Event with respect to any Loan of such Lender to convert all or any portion of such outstanding Loan, together with accrued and unpaid interest thereon and any other due and unpaid Obligations under the Credit Agreement, into Parent Preferred Stock (each such conversion being a "Subsequent Parent Preferred Stock Conversion"; the Initial Parent Preferred Stock Conversion and each Subsequent Parent Preferred Stock Conversion being sometimes referred to hereinafter as a "Parent Preferred Stock Conversion") with a liquidation preference equal to the sum of (i) the dollar amount of such Loan so converted, (ii) the dollar amount of such unpaid interest and other Obligations so converted and (iii) solely in the case of Loans converted on the basis of a Trigger Event described in clause (i) of the definition of Trigger Event, the Clawback Amount calculated on the date of such conversion with respect to such converted Loan. Notwithstanding anything contained in this Agreement or in the Credit Agreement or the related documents to the contrary, (x) no Lender shall have a maximum number of times or minimum amount of Loans or other Obligations with respect to which such Lender's Conversion Option may be exercised, (y) each Lender's right to exercise a Conversion Option with respect to any portion of the applicable Lender's Loans shall not terminate (and once a Trigger Event has occurred such Trigger Event may serve as the basis for each Lender's exercise of its Conversion Option multiple times) until all Loans and other Obligations owed to the applicable Lender under the Credit Agreement are indefeasibly paid in full and/or converted to Parent Preferred Stock in accordance with the terms of this Agreement, and (z) on and after the occurrence of more than one Trigger Event, each Lender may elect, in its sole discretion, which Trigger Event that has occurred shall be the basis for exercising its Conversion Option in any particular instance.