Permitted Issuances. Notwithstanding Section 4.03(d)(4), TRW Automotive shall be permitted to sell shares of its capital stock to the Investor pursuant to the Preferred Stock Purchase Agreement and enter into an agreement to issue shares of its capital stock (the latter case, a “Permitted Issuance”); provided however, that (i) prior to a Permitted Issuance, TRW Automotive obtains an opinion of a nationally recognized tax counsel, with such counsel and such opinion being reasonably acceptable to TRW, that such Permitted Issuance will not adversely affect the qualification of the Distribution for nonrecognition treatment under Sections 351, 355 and 368 of the Code or result in the imposition of Distribution Taxes (which opinion shall be delivered to TRW no later than ten (10) days following the entering into of any such agreement), and (ii) following such Permitted Issuances no person or persons will have acquired a 45% or greater interest (by vote and value) in the stock of TRW Automotive or any TRW Automotive Affiliate, provided, however, that if such tax counsel or such opinion of such tax counsel is unacceptable to TRW, then TRW Automotive must obtain a supplemental ruling from the Service providing that such Permitted Issuance will not adversely affect the qualification of the Distribution for nonrecognition treatment under Sections 351, 355 and 368 of the Code or result in the imposition of Distribution Taxes. For purposes of determining the amount of stock of TRW Automotive or any TRW Automotive Affiliate that will have been acquired by any person or persons following any Permitted Issuance, the amount of stock of TRW Automotive or any TRW Automotive Affiliate that is considered to have been acquired by one or more persons shall be calculated as follows: (i) the amount of stock in TRW Automotive that has been acquired by the Investor, whether acquired from TAUK or directly from TRW Automotive, shall be agreed to by TRW and TRW Automotive and shall be set forth in a side letter to be executed no later than 60 days following the Distribution (the “Base Calculation”), and (ii) the Base Calculation shall be increased, on a cumulative basis, by all issuances (whether or not such issuances are Permitted Issuances) and acquisitions of stock of TRW Automotive or any TRW Automotive Affiliate from the date immediately following the Distribution to the date immediately following the Permitted Issuance at issue. Notwithstanding the previous sentence, for purposes of determining the a...
Permitted Issuances. Notwithstanding anything to the contrary contained in this Agreement, this Article IX (except for Section 9.4) shall not apply to any Permitted Issuance.
Permitted Issuances. The provisions of this Section 3 shall not be applicable to the issuance of New Shares in connection with any merger, consolidation, asset purchase, stock exchange or employee incentive plan.
Permitted Issuances. As used herein, “Permitted Issuances” shall mean (i) securities issuable pursuant to any option, warrant or other agreement expressly approved by Holder in writing.
Permitted Issuances. Notwithstanding the foregoing, no adjustment shall be effected due to, or as a result of, any Permitted Issuances.
Permitted Issuances. (b) Holdings will not permit the Borrower or any other Subsidiary to issue any capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Holdings or any of its Subsidiaries in any class of the capital stock of the Borrower or such Subsidiary, (iii) to qualify directors to the extent required by applicable law, (iv) the Borrower may issue additional shares of common stock to Holdings, so long as all such shares are immediately delivered to the Collateral Agent and pledged pursuant to the Holdings Pledge Agreement and (v) in connection with the creation of Subsidiaries of the Borrower in compliance with Section 9.15.
Permitted Issuances. 4 PERSON ................................................................. 4
Permitted Issuances. The Company shall not, in the absence of the Buyer’s written consent, issue or reserve for issuance in excess of 100,000,000 shares of Company Common Stock to any party or parties in any transaction or series of transactions, excluding Common Stock issuable or issued to Buyer under the Transaction Documents.
Permitted Issuances. The Holder on behalf of the Required Holders (as defined in each of the Outstanding Securities) hereby agrees that the Permitted Issuances were and are permitted under the terms of the Outstanding Securities and any other agreements between the Company and the Holder; provided, that the foregoing shall not be deemed to modify or affect the obligations of the Company or any of its subsidiaries to comply with each and every obligation, covenant, duty or agreement contained in the Transaction Documents and the Outstanding Securities to which such Person is party from and after the date hereof. The foregoing is a limited, one-time agreement with respect to the Permitted Issuances and shall not constitute (nor be deemed to constitute): (a) a waiver of any obligation, covenant, duty or agreement contained in the Transaction Documents and the Outstanding Securities to which the Company is party, (b) a waiver of any right or remedy of the Holder or any Holders under the Outstanding Securities which does not arise as a result of the Permitted Issuance (all such rights and remedies being expressly reserved by such holders) and (c) a custom or course of dealing among the parties hereto. Except as otherwise expressly provided herein, the Outstanding Securities shall remain in full force and effect in accordance with their respective terms. Except as expressly set forth herein, the Company and its subsidiaries acknowledge and expressly agree that the Holder and the holders of the Outstanding Securities reserve the right to, and do in fact, require compliance with all terms and provisions of the Transaction Documents and the Outstanding Securities and reserve and preserve their rights, remedies and powers with respect to any obligation, covenant, duty or agreement by the Company which may now exist or hereafter arise under the Transaction Documents and the Outstanding Securities.
Permitted Issuances. As used herein, “Permitted Issuances” shall mean (i) securities issuable pursuant to any option, warrant or other agreement in effect as of the date hereof and set forth in the SEC Filings (as defined in the Securities Purchase Agreement); (ii) up to eight million shares of Common Stock (or options to purchase such Common Stock) issuable to officers, directors, employees, or consultants to the Company pursuant to the Company’s 2007 Equity Incentive Plan approved by the Company’s stockholders and set forth in the SEC Filings; (iii) up to ten million shares of Common Stock (or options to purchase such Common Stock) issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors: or (iv) up to five million shares of Common Stock (or warrants, options to purchase such Common Stock or securities convertible or exchangeable into Common Stock) in any transaction exempt from the registration requirements of the United States federal securities laws.
