The Issuances Clause Samples
The Issuances clause defines the terms and conditions under which securities, shares, or other financial instruments are issued by a company or entity. It typically outlines the process for creating and distributing new shares, including the timing, pricing, and any requirements for approval by existing stakeholders or regulatory bodies. For example, it may specify how often new shares can be issued or what procedures must be followed before an issuance is finalized. The core function of this clause is to provide a clear framework for issuing new securities, thereby ensuring transparency and protecting the interests of both the issuer and existing investors.
The Issuances. The Company currently intends (i) to issue and sell an amount of a series of its preference shares having the designation, powers, preferences and rights set forth in a certificate of designations in the form attached as Annex B (the “Certificate of Designations” and such series of preference shares, the “Series A Shares”) or other securities in one or more private placements and/or public offerings and (ii) to issue and sell to the Investor, and the Investor intends to purchase from the Company, a number (the “Actual Number”) of Series A Shares equal to (x) the maximum number of Series A Shares specified in Annex A (the “Maximum Number”) minus (y) such number of Series A Shares, if any, plus such number of other securities, if any, as may be issued and sold in any offerings of the kind referenced in clause (i) above; provided that the Actual Number shall not be less than the minimum number specified in Annex A (the “Minimum Number”) and provided, further, that the number of any securities other than Series A Shares shall be calculated for this purpose by dividing the aggregate purchase price of such securities sold by the Company by $100. For purposes of this Agreement, the term “Transaction Documents” refers collectively to this Agreement, the Registration Agreement (as hereinafter defined) and the Certificate of Designations, in each case as amended, modified or supplemented from time to time in accordance with their respective terms.”
The Issuances. The Company currently intends (i) to issue and sell an amount of a series of its preference shares having the designation, powers, preferences and rights set forth in a certificate of designations in the form attached as Annex B (the “Certificate of Designations” and such series of preference shares, the “Series A Shares”) in one or more private placements and/or public offerings and (ii) to issue and sell to the Investor, and the Investor intends to purchase from the Company, a number (the “Actual Number”) of Series A Shares equal to (x) the maximum number specified in Annex A (the “Maximum Number”) minus (y) such number, if any, as may be issued and sold in any offerings of the kind referenced in clause (i) above; provided that the Actual Number shall not be less than the minimum number specified in Annex A (the “Minimum Number”). For purposes of this Agreement, the term “Transaction Documents” refers collectively to this Agreement, the Registration Agreement (as hereinafter defined) and the Certificate of Designations, in each case as amended, modified or supplemented from time to time in accordance with their respective terms.
The Issuances. The Issuers intend to issue and sell to the Purchasers, and the Purchasers intend to acquire from the Issuers, Class A Cumulative Preferred Units (the “Preferred Units” or the “Purchased Securities”).