New Share Issues Sample Clauses

New Share Issues. It will not, and will procure that none of its Subsidiaries will (without the prior written consent of the Agent, acting on the instructions of the Majority Lenders), issue any shares (other than to an Obligor) or otherwise acquire any additional capital (other than from an Obligor) unless such shares or capital will not entitle the holder or owner thereof to receive any interest, dividend, other distribution, capital or any other amount until after the Facility Period provided that the Parent shall be entitled to issue ordinary shares fully paid (i) pursuant to an initial or any future public offering of fully paid ordinary shares of the Parent; (ii) pursuant to a private equity placement; (iii) pursuant to the exercise of any share options or warrants existing at the date hereof or subsequently issued subject always to clause 6.3(a), or (iv) in consideration for the purchase price in relation to a Permitted Acquisition or a Major Permitted Acquisition, and in each of the cases set out in (i) to (iv) above, no other provision of any Finance Document would be breached as a result.

New Share Issues it will not, and will procure that no other member of the Group will, issue any shares or otherwise acquire any additional capital in the Borrower otherwise than (i) the issue by the Borrower of shares which do not carry any right to a return or to redemption before all amounts (whether actual or contingent) owing under the Finance Documents have been paid in full and the Finance Parties have no further obligations thereunder (or to be converted into shares carrying such rights), (ii) an issue of shares in connection with a Flotation provided that the resulting prepayment required by clause 6.6 is duly made and (iii) the issue of shares by a Charging Subsidiary to its Holding Company (also being a member of the Charging Group);

New Share Issues. 6.1 No resolution of the Board or the Shareholders of the Company shall be passed to issue shares of any class of Shares unless resolutions are concurrently proposed to issue shares of all other classes of Shares such that each person who holds Shares (“Existing Shareholders”) shall have the right to subscribe for a proportion of the new Shares pro rata to the number of Shares in issue in the relevant Shareholders’ class and pro rata to the number of Shares such Shareholder holds. Such right of subscription shall be exercisable, unless waived, for a period of not less than 30 days following the resolution to increase the stated capital. If an Existing Shareholder does not wish to subscribe for his proportion of the new Shares, then these shares will be offered first pro rata to the other members of the class to which that Existing Shareholder belongs and, if they are still not taken up, to the remaining Shareholders of the other classes. 6.2 The Shareholders further agree that the subscription rights of the Existing Shareholders pursuant to Section 6.1 shall be waived for an issue of Shares to any person(s) if holders (or representatives of holders) of not less than 51% of the Common Shares then in issue and a majority of the Existing Shareholders authorise such waiver, provided that such waiver shall only be given if at such time the holders of 51% of the Common Shares then in issue and a majority of the Existing Shareholders (i) consider the Company’s need for capital is such that the delay involved in making a subscription offer to the Existing Shareholders would cause an event of default under the Loan Agreements or would otherwise be materially prejudicial to the Group as a whole or (ii) resolve that the new Shares are, or are to be, wholly paid up otherwise than by cash in connection with an acquisition of any business or assets approved if necessary as provided in Section 4 and (where (ii) applies) in circumstances where any resulting dilution applies equally to all Existing Shareholders and where the person acquiring such shares is not affiliated in any way with DH and where such acquisition has been made after consultation with the Managers’ Representative. 6.3 In the event that the subscription rights of Existing Shareholders are waived under Section 6.2(i), the parties will procure that a subsequent offer of Shares on the same terms and conditions is made to Existing Shareholders with a view to giving them the right to subscribe for Shares equiv...