Share Capital Clause Examples

Share Capital. Each Obligor (other than UPC Broadband Holdco) will not, and will procure that no member of the Borrower Group (other than in respect of such other members of the Borrower Group in order to permit a solvent reorganisation permitted under Clause 16.11(b)(iii) (Acquisitions and mergers)) will, reduce its capital or purchase or redeem any class of its shares or any other ownership interest in it, except to the extent the same constitutes a Permitted Payment or in the case of members of the Borrower Group other than the Obligors, is otherwise permitted by Clause 16.13 (Restricted Payments) or is in connection with the Romania Restructuring.

Share Capital. Issue any Equity Securities, except to the Parent.

Share Capital. (a) Each Subsidiary of the Issuer is directly or indirectly wholly-owned or majority- controlled by the Issuer. There is no dispute on the Issuer’s direct or indirect ownership in each Subsidiary. (b) As at the date of this Agreement, 10,803,259,308 Shares are in issue and are fully paid up. (c) Except for (i) the granting of the Share Options to eligible participants under the Share Option Scheme; (ii) the issue of Shares pursuant to any exercise of Share Options; and (iii) the issue of Shares pursuant to the Share Subscription Agreement, the Other Share Subscription Agreements and the Warrant Agreement, there are no outstanding securities issued by any member of the Group convertible into or exchangeable for Shares (or warrants, rights or options to purchase or subscribe for Shares from any member of the Group), nor are there other or similar arrangements providing for the issue or purchase of Shares or the subscription for Shares, and no unissued share capital of the Issuer is under option or agreed conditionally or unconditionally to be put under option. (d) No member of the Group has: (i) at any time repaid or redeemed or agreed to repay or redeem any shares of its capital or in any way effected any reduction of its issued share capital; or (ii) at any time purchased its own shares. (e) The register of members and all other statutory books of each member of the Group are up to date and contain true and accurate records of all matters required to be dealt with therein in all material respects. Any changes of the capital structure of each Subsidiary (including any change to its shareholding structure and/or registered capital) were made in accordance with applicable laws in all material respects. No member of the Group has received any notice of any application or intended application by any person or Authority for rectification of its register. All annual or other returns required to be filed with any Authority have been properly filed in all material respects within any applicable time limit and all legal requirements relating to the formation of each member of the Group and the issue of any securities of any member of the Group have been complied with in all material respects.

Share Capital. Except in a transaction otherwise permitted under this Agreement, permit any of its Subsidiaries (other than Exempt Immaterial Subsidiaries) to issue any shares, or any options, warrants or securities convertible into shares, to the extent that such issuance would result in a reduction in the ownership percentage or such Loan Party in such Subsidiary.

Share Capital. (a) The authorized share capital of Parent consists of 1,000,000,000 Parent Shares, 40,000 deferred ordinary shares, par value €1.00 per share (“Parent Deferred Shares”) and 10,000,000 serial preferred shares, par value $0.0001 per share (“Parent Preferred Shares”). As of November 13, 2014 (the “Parent Capitalization Date”), (i)(A) 265,204,677 Parent Shares were issued and outstanding and (B) no Parent Shares were held in treasury, (ii) 15,967,028 Parent Shares were reserved for issuance pursuant to the Parent Equity Plans, (iii) not more than 40,000 Parent Deferred Shares were issued and outstanding, and (iv) no Parent Preferred Shares were issued and outstanding. All the outstanding Parent Stock are, and all Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares in the capital of, or other equity interests in, each Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Parent Permitted Liens. (b) Except as set forth in Section 4.2(a) above, as of the date hereof: (i) Parent does not have any shares of capital stock issued or outstanding other than Parent Shares that have become outstanding after the Parent Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital stock to which Parent or any of Parent’s Subsidiaries is a party obligating Parent or any of Parent’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or a wholly owned Subsidiary of Parent); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, a...

Share Capital. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

Share Capital. No Obligor shall (and the Borrower shall ensure no member of the Group will) issue any shares except pursuant to a Permitted Share Issue.

Share Capital. There are no securities or instruments containing anti-dilution of similar provision that will be triggered by the issuance of shares of Common Stock pursuant to this Agreement. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement and there is no dispute as to the class of any shares of the Company.

Share Capital. No Obligor shall (and the Parent shall ensure no member of the Group will) issue any shares except pursuant to: (a) a Permitted Share Issue; (b) a Permitted Distribution; and (c) a Permitted Transaction.