Common use of Share security Clause in Contracts

Share security. Each Obligor will not, and will procure that no member of the Group will, issue any shares of any class provided that: (a) any member of the Group may issue shares to or otherwise acquire additional rights from any other member of the Group so long as (if any of the existing shares in the relevant member of the Group are charged or pledged in favour of any Beneficiary) such shares are charged or pledged in favour of the Beneficiaries pursuant to the terms of a Security Document and there are delivered at the same time to the Security Agent the relevant share certificates and blank stock transfer forms (or equivalent documents, if any) in respect thereof together with such other documents and evidence and legal opinions as the Security Agent may reasonably require; (b) the Company may issue shares to Holdco provided that such shares are charged or pledged in favour of the Beneficiaries pursuant to the terms of a Security Document and there are delivered at the same time to the Security Agent the relevant share certificates and blank stock transfer forms (or equivalent documents, if any) in respect thereof together with such other documents and evidence and legal opinions as the Security Agent may reasonably require; (c) any member of the Group may issue shares pursuant to the exercise of Approved Stock Options; (d) a member of the Group may issue shares as part of a Majority Acquisition or merger or consolidation or JV Minority Acquisition permitted by Clause 19.10 (Acquisitions and mergers), provided that the issue of such shares does not cause the Company to cease, directly or indirectly, to own 75 per cent or more. of the issued share capital of that member of the Group.

Appears in 3 contracts

Sources: Credit Facilities Agreement (Liberty Global, Inc.), Credit Facilities Agreement (Liberty Global, Inc.), Credit Facilities Agreement (Liberty Global, Inc.)