Share Capital Clause Samples

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

Share Capital. No Borrower shall: (a) purchase, cancel, redeem or retire any of its issued shares; (b) increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares; (c) issue any further shares except to the Shareholder and provided such new shares are made subject to the terms of the Shares Security applicable to that Borrower immediately upon the issue of such new shares in a manner satisfactory to the Security Agent and the terms of that Shares Security are complied with; or (d) appoint any further director, officer or secretary of that ▇▇▇▇▇▇▇▇ (unless the provisions of the Shares Security applicable to that Borrower are complied with).

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 the Company as of the date of this Agreement consists of 100,000,000 Company Shares. As of the close of business on October 14, 2010 (the “Measurement Date”), there were outstanding (i) 16,781,096 Company Shares and (ii) Company Share Options to purchase an aggregate of 1,465,167 Company Shares. Between the Measurement Date and the date of this Agreement, there have been no changes in the amounts set forth in the preceding sentence except as a result of the exercise of Company Share Options. The authorized share capital of the Company does not consist of any preferred shares. (b) All the outstanding Company Shares are (i) issued and granted in compliance in all material respects with all applicable securities and other applicable Laws and (ii) duly authorized, validly issued, fully paid and nonassessable and are not subject to or issued in violation of any preemptive or similar rights, purchase option, call right, right of first refusal or similar rights. All Company Share Options have been granted in compliance in all material respects with the terms of the applicable Company Benefit Plans, with applicable Law and with the applicable provisions of the Company’s Articles of Association as in effect at the applicable time, and all such Company Share Options are disclosed as required under applicable Law in the Company SEC Documents, including the financial statements contained therein or attached thereto (if amended or superseded by a filing with the SEC made prior to the date of this Agreement, as so amended or superseded). (c) The Parent will own, upon the consummation of the Transactions, 50% of the outstanding Company Shares, free and clear of any Liens. (d) Except as set forth in Section 4.3(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares, or any voting or equity securities or interests of any of its Subsidiaries. No shareholder of the Company, and no shareholder of any of the Company’s Subsidiaries that is not a wholly-owned Subsidiary, is entitled to any preemptive or similar rights to subscribe for shares of the Company’s share capital. Except as set forth in Section 4.3(d) of the Company Disclosure Schedule, there is no outstanding voting trust, proxy, shareholder or other agreement to which the Company or any of its Subsidiaries is a party or is bound with respect to the voting...

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

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 Company shall ensure that no other member of the Group will) issue any shares except pursuant to: (a) a Permitted Share Issue; or (b) a Permitted Transaction.