The Share Issuance Clause Samples

The Share Issuance clause defines the terms and conditions under which new shares of a company will be created and distributed to investors or existing shareholders. Typically, this clause outlines the number of shares to be issued, the price per share, the timeline for issuance, and any conditions that must be met before the shares are allocated. By clearly specifying these details, the clause ensures transparency in the process and helps prevent disputes regarding ownership percentages or dilution of existing shareholders' interests.
The Share Issuance. 3 1.2. Legends.................................................................4
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The Share Issuance. Upon the terms and subject to the conditions set forth herein, in the Share Issuance (i) Protection One shall issue and transfer to Western the Acquired Shares and (ii) in consideration therefor, Western shall contribute to Protection One the Subsidiary Shares and the Cash Amount. Without limiting the generality of the foregoing, Protection One and Western acknowledge and agree that up to $10 million of the Cash Amount may be contributed in the form of securities (the "Investment Shares") issued by one or more entities engaged in the business of selling and servicing residential or commercial monitoring and response security systems which securities are listed for trading on a national securities exchange or quoted on an interdealer quotation system. Each such Investment Share so contributed by Western shall be valued at the higher of (i) the closing sale price thereof on a national securities exchange or interdealer quotation system two business days prior to the Closing Date and (ii) the historical price at which Western or one of its Subsidiaries purchased such Investment Share. Except for any Investment Shares contributed by Western in accordance with this Section 1.1, the Cash Amount shall be contributed entirely in cash. The closing of the Share Issuance (the "Closing") shall take place as promptly as practicable after the satisfaction or waiver of the conditions set forth in
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The Share Issuance. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NRS, the Parent shall issue to Bellini Five Million Eight Hundred Thousand (5,800,000) shares of the Parent’s Common Stock (the “Shares”).
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The Share Issuance 
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Related to The 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.

  • The Share Exchange 1.1 Purchase and Sale of Shares 1 1.2 Consideration 1 1.3 Company Shareholder Consent 2

  • 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.

  • 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.