Additional Issuance Clause Samples
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Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the...
Additional Issuance. (a) At any time during the Reinvestment Period (or, in the case of a Risk Retention Issuance or an issuance solely of additional Subordinated Notes and/or Junior Mezzanine Notes, at any time), the Issuer may issue and sell (i) additional Debt of each Class other than the Class X Notes (on a pro rata basis with respect to each Class of Debt or, if additional Class A Debt is not being issued, on a pro rata basis for all Classes that are subordinate to the Class A Debt) and/or (ii) additional Subordinated Notes and/or additional debt of any one or more new classes of Debt that are fully subordinated to the existing Secured Debt (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Debt and the Subordinated Notes is then Outstanding) (such additional notes described in clause (ii), the “Junior Mezzanine Notes”); provided that the following conditions are met: (i) (A) each of the Collateral Manager and the Retention Holder consents to such issuance, (B) such issuance is approved by a Majority of the Subordinated Notes and (C) a Majority of the Class A-1 Notes consents to such issuance; provided that no consent pursuant to clause (A) or (B) shall be required with respect ofto any additional issuance if (x) such additional issuance is effected, in the sole discretion of the Collateral Manager, in order to permit the Collateral Manager or the sponsor of the Issuer under the Risk Retention Rules to comply with the Risk Retention Rules and (y) such additional debt is held by the sponsor of the Issuer or such sponsor’s majority-owned affiliate (as each such term is defined in the U.S. Risk Retention Rules) (such issuance, a “Risk Retention Issuance”)
(b) Unless such additional issuance is a Risk Retention Issuance, any additional DebtNotes of any Class issued as described above will, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve their pro rata holdings of Debt of such Class.
(d) Additional Debt in the form of Class A-L LoanLoans will be incurred under the Class A-L Loan Agreement and not issued under this Indenture.
Additional Issuance. If the Company receives a financing order or other authorization or approval from the PSCWV, the Company may, in its sole discretion, acquire additional and separate property (including property other than Environmental Control Property) and issue one or more Additional Issuances that are backed by such separate additional property. Any new Additional Issuance may include terms and provisions unique to that Additional Issuance.
(a) The Company shall not issue additional Environmental Control Bonds or other Additional Securities if the Additional Issuance would result in the then-current ratings on any Outstanding Series of Environmental Control Bonds or other Outstanding Additional Securities being reduced or withdrawn.
(b) The following conditions must be satisfied in connection with any Additional Issuance:
(i) if the Additional Issuance is a new series of Environmental Control Bonds, such Bonds shall be rated “Aaa” by M▇▇▇▇’▇ and “AAA” by S&P and Fitch;
(ii) each Additional Issuance shall have recourse only to the assets pledged in connection with such Additional Issuance, shall be nonrecourse to any of the Company’s other assets and shall not constitute a claim against the Company if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full;
(iii) the Company has delivered to the Trustee an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of Potomac Edison or the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Company with those of the bankruptcy estate of Potomac Edison or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein;
(iv) the Company has delivered to the Trustee a certificate meeting the criteria of Section 3.19(c)(iv) of the Indenture stating that the securities issued pursuant to such Additional Issuance shall have the benefit of a true-up mechanism;
(v) the transaction documentation for such Additional Issuance provides that holders of the securities of such Additional Issuance will not file or join in the filing of any bankruptcy petition against the Company;
(vi) if the holders of t...
Additional Issuance. (a) At any time during the Reinvestment Period (or, in the case of an issuance of Subordinated Notes and/or Junior Mezzanine Notes or a Risk Retention Issuance only, during and after the Reinvestment Period), the Issuers or the Issuer, as applicable, may issue and sell (or, in the case of the Class A-1 Loans, incur) additional debt of any one or more Classes and/or Junior Mezzanine Notes and use the proceeds (net of expenses for the additional issuance or incurrence) to purchase additional Collateral Obligations (during the Reinvestment Period only) or as otherwise permitted under this Indenture (except that proceeds of an additional issuance of Subordinated Notes and/or Junior Mezzanine Notes (x) at any time, may be used to pay for expenses related to a Refinancing or a Re-Pricing (to the extent such expenses remain outstanding after application of (i) the Priority of Payments on the Payment Date following such Refinancing or Re-Pricing and (ii) all amounts in the Supplemental Reserve Account) and (y) after the Reinvestment Period may not be used to purchase additional Collateral Obligations), provided that the following conditions are met:
(i) prior to execution of the supplemental indenture providing for such issuance, such issuance (or, in the case of the Class A-1 Loans, inucrrence) is consented to by (A) the Collateral Manager and (B) unless such issuance is a Risk Retention Issuance, (I) a Majority of the Subordinated Notes and (II) with respect to an additional issuance or incurrence of Class A-1A Debt to the extent the Class A-1A Notes remains Outstanding, a Majority of the Class A-1A Debt;
(ii) in the case of additional Subordinated Notes, the aggregate principal amount of Subordinated Notes issued in all additional issuances shall not exceed 100% of the respective original outstanding principal amount of the Subordinated Notes on the 2024 Closing Date;
(iii) in the case of additional Debt of any one or more existing Classes, the terms of the debt issued must be identical to the respective terms of previously issued Debt of the applicable Class (except that the interest due on additional Secured Debt will accrue from the issue date of such additional Secured Debt and the interest rate and price of such Debt does not have to be identical to those of the initial Debt of that Class; provided that the spread over the Reference Rate and/or fixed interest rate of any such additional Secured Debt will not be greater than the spread over the Reference Ra...
Additional Issuance. (a) Unless otherwise provided in the Trust Agreement, upon no less than 5 days' notice to the Trustee, the Depositor may deposit additional Underlying Securities at any time in exchange for additional Units in a minimum aggregate amount of $250,000 and, if in excess of such amount, in an integral multiple in excess thereof equal to the integral multiple for the minimum denomination otherwise applicable.
Additional Issuance. The Company’s issuance of additional capital stock and other securities of the Company shall be limited pursuant to the additional issuance restrictions set forth in Section 6.6 of the Securities Purchase Agreement.
Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities which are exercisable or convertible for, exchangeable into or otherwise providing the right to acquire Additional Shares at an exercise or conversion, exchange or other effective price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or to be issued in connection with the conversion or exercise of other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance. Shares of Common Stock owned by or held for the account of the Company or any Subsidiary of the Company on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Company.
Additional Issuance. The Company shall not issue any capital stock or other securities in connection with the raising of additional financing or capital until all of the Shares and the Warrant Shares have been registered for resale pursuant to an effective registration statement and otherwise in accordance with the terms set forth in the Registration Rights Agreement; provided; however, that the foregoing shall not prohibit the Company from issuing shares of Common Stock or securities convertible into or exercisable for Common Stock: (i) Units at the Unit Price to investors as contemplated by and in accordance with Section 2.1 in concurrent private placements (for the avoidance of doubt, the aggregate purchase price of any and all issuances pursuant to this Section 6.6(i) and Section 2.1 shall not exceed $75,000,000); (ii) upon conversion of the Warrants or other securities issuable upon conversion of securities outstanding on the date hereof, (iii) to employees, consultants, officers or directors of the Company pursuant to stock option, stock purchase or stock bonus plans or agreements or other stock incentive plans or arrangements approved by the Board, which are in existence as of the date hereof, (iv) pursuant to the acquisitions currently contemplated by the Company as of the date of this Agreement, of the business entities or properties of Argosy Energy International, Companía General de Combustibles and Golden Oil Corporation, provided that any and all such issuances shall not exceed 3,000,000 shares of capital stock or other securities, (v) pursuant to other acquisitions of other business entities or business segment of any such entities by the Company by merger, purchase of substantially all the assets or other reorganization or corporate partnering agreement if such issuance is approved by the Board and by the prior written consent of the Majority Purchasers, (vi) in connection with any stock split, stock dividend or recapitalization of the Company, and (vii) in connection with lease lines, bank loans, corporate partnering or other similar transactions, provided such issuances described in this clause (vii) are not primarily for the purpose of equity financing and are approved by the Board.
Additional Issuance. In the event that:
(i) the closing bid price of a share of Common Stock on the principal Approved Market has been $6.00 (such $6.00 price being subject to the same adjustments as may from time to time be made to the Conversion Price) or more for each of the preceding 30 Trading Days, and
(ii) there is, and has been for each of the preceding 30 Trading Days, Effective Registration, and
(iii) there are not, and have not been in any of the preceding 30 Trading Days, any Interfering Events (as such term is defined in the Registration Rights Agreement), and
(iv) no Event of Default (as defined in the Debentures) shall have occurred, be likely to occur or be threatened, and
(v) the average of the aggregate market value of all the shares of Common Stock trading on the principal Approved Market for each of the 30 preceding Trading Days (exclusive of "block trades", which shall mean trades in excess of 20,000 shares of Common Stock) shall be in excess of $3,500,000, and
(vi) the Company shall have a net worth of at least $27,000,000 and a market capitalization of at least $100,000,000, as certified in writing to the Investors by the chief financial officer of the Company, and
(vii) there have been no breaches by the Company that have not been fully cured under this Agreement, the Registration Rights Agreement, the Debentures or the Warrants, and
(viii) all the Company's representations and warranties contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall continue to be true, and all the Company's covenants contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall have been performed when and as required, all as certified in writing by the chief financial officer of the Company, and
(ix) 200% of the number of shares of Common Stock into which the Debentures (whether already issued and outstanding or issuable pursuant to this Section 3.14) could be converted and 200% of the number of Warrant Shares for which the Warrants could be exercised shall be authorized, available, reserved for such conversion or exercise and subject to an effective registration statement under the Securities Act, and
(x) the issuance of all Common Shares and Warrant Shares issuable upon conversion of the Debentures (including the Debentures issuable pursuant to this Section 3.14) have been approved by the shareholders of the Company pursuant to NASD Rule 4460(i); THEN the Company may compel the Investors...
Additional Issuance. In addition, after the Initial Issuance and until such time as Licensee has raised an aggregate of not less than [***] in gross proceeds (the “Financing Threshold”) from the sale in one or more transactions (calculated on a cumulative basis) of Licensee’s equity securities or securities convertible into equity securities of Licensee ( “Equity Securities”), Licensee shall issue to TSRI and, subject to compliance with applicable security laws, to TSRI’s scientific inventors and/or an Equity Assignee, concurrently in connection with each transaction involving the sale and issuance of Licensee’s Equity Securities (each such additional issuance, an “Additional Issuance”), such additional number of shares of Licensee’s common stock as is necessary to maintain TSRI’s percentage ownership interest in Licensee at [***] of all outstanding shares of Licensee’s capital stock calculated on a Fully-Diluted Basis as of the date of each such Additional Issuance. In the event that the gross proceeds of any such Additional Issuance, together with the gross proceeds of all preceding Additional Issuances, exceed [***], Licensee shall only be obligated to issue to TSRI and, subject to compliance with applicable securities laws, to TSRI’s scientific inventors and/or an Equity Assignee, such additional number of shares of Licensee’s common stock as is necessary to maintain TSRI’s [***] ownership interest in Licensee for the first [***] in gross proceeds from all such Additional Issuances. Licensee shall deliver to TSRI stock certificate(s) representing the shares issued to TSRI, its scientific inventors and/or an Equity Assignee in connection with any Additional Issuance within [***]days after each such Additional Issuance.