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, solely in the case of a Risk Retention Issuance, during and after the Reinvestment Period, the Issuer may issue and sell additional notes of any one or more new classes of notes that are fully subordinated to the existing Notes (or to the most junior class of notes of the Issuer issued pursuant to this Indenture, if any class of Notes issued pursuant to this Indenture other than the Notes is then Outstanding (such additional notes, "Junior Mezzanine Notes")) and/or additional notes of any one or more existing Classes and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture, subject to satisfaction by the Issuer of the conditions set forth in Section 3.2 and provided that, the following conditions are met:
(i) the Portfolio Manager, the Retention Holder and a Supermajority of the Interests each consent in writing prior to such issuance; provided that, only the consent of the Portfolio Manager and the Retention Holder shall be required if additional notes are being issued in order to comply with the U.S. Risk Retention Rules;
(ii) solely in the case of an additional issuance of any Class A-1 Notes (other than any such additional issuance that is a Risk Retention Issuance or that is being made contemporaneously with a Refinancing or an Optional Redemption of the Class A-1 Notes), a Majority of the Class A-1 Notes consents to such issuance;
(iii) in the case of additional notes of any one or more existing Classes (other than a Risk Retention Issuance), the aggregate principal amount of Notes of such Class issued in all additional issuances may not exceed 100% of the respective original aggregate principal amount of the Notes of such Class, except that a larger proportion of Junior Mezzanine Notes may be issued;
(iv) in the case of additional notes of any one or more existing Classes, the terms of the notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional notes will accrue from the issue date of such additional notes) and, the interest rate and price of such notes do not have to be identical to those of the initial Notes of that Class but, in the case of the Notes, the interest rate spread over the Reference Rate may not exceed the interest rate spread over the Reference Rate applicable to the initial Notes of that Class;
(v) in the case of additional notes ...
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 within the Reinvestment Period, the Issuers may, but shall not be obligated to, pursuant to a supplemental indenture in accordance with Section 9.01 hereof, issue Additional Notes and use the proceeds thereof to purchase Additional Loans or as otherwise permitted under this Indenture; provided that the following conditions are met:
(i) the Servicer and the Retention Parent each consent to such issuance;
(ii) the aggregate Outstanding Principal Balance of Additional Notes issued in all additional issuances, as of their respective dates of issuance, together with the Initial Note Principal Balance of the original Notes shall not exceed $300,000,000;
(iii) the Additional Notes will be secured by the same Indenture Collateral as the previously issued Notes and the terms of the Additional Notes issued shall be identical to the terms of previously issued Notes (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and that the interest rate and prices of such may be different than those of the initial Notes);
(iv) the proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and will be used to purchase Additional Loans;
(v) after giving effect to such issuance of Additional Notes and any concurrent application of the proceeds thereof to acquire Additional Loans, the Aggregate Outstanding Principal Balance will be no greater than the Borrowing Base;
(vi) the Issuer shall have received Rating Agency Confirmation with respect to such issuance of Additional Notes; BUSINESS.29147457.3
(vii) neither the Servicer nor the Issuer shall fail to be in compliance with the credit risk retention requirements of Section 941 of the ▇▇▇▇-▇▇▇▇▇ Act which were published in the Federal Register on December 24, 2014 and which became effective on December 24, 2016 (the “U.S. Risk Retention Rules”) as a result of such issuance;
(viii) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Issuer (with a copy to the Trustee) to the effect that (1) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and (2) any Additional Notes will be characterized as indebtedness for U.S. federal income...
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. (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. 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 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.
Additional Issuance. (a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell and the Constellation Funds shall have the right but not the obligation, on or prior to May 30, 2007, to purchase additional shares of Series A-7 Preferred Stock and detachable warrants to purchase shares of Common Stock on the same terms and conditions as set forth herein with respect to the Series A-7 Purchased Shares and the Warrants (the “Additional Series A-7 Purchased Shares and Additional Warrants”)
(b) The Constellation Funds may purchase up to $500,000 worth of Additional Series A-7 Purchased Shares and Additional Warrants, allocated among themselves as set forth in Schedule II or in such manner as the Constellation Funds may agree.
(c) The Constellation Funds may exercise the right to purchase Additional Series A-7 Purchased Shares and Additional Warrants by giving notice to the Company, at least one business day prior to the date of such purchase which date shall be set forth in such notice. Such date of purchase shall be a Closing Date and the time and place of such purchase shall be a Closing for purposes of this Agreement. The Additional Series A-7 Purchased Shares and Additional Warrants purchased at such Closing shall be deemed to be Series A-7 Purchased Shares and Warrants for all purposes of this Agreement. The obligations of each of the Purchasers and the Company at such Closing shall be subject to satisfaction of the respective conditions of the Constellation Funds’ obligations and the Company’s obligations, as set forth in Section 4 hereof.