New Equity Securities has the meaning ascribed to such term in Section 13.2.
New Equity Securities means any and all (a) shares of Common Stock, (b) equity securities of any subsidiary of the Corporation, (c) securities exchangeable into, or convertible or exercisable for, shares of securities of the type specified in clause (a) and (b) and (d) options, warrants or other rights to acquire shares of securities of the type specified in clause (a) and (b), in each case other than as issued (i) to employees, officers, directors or consultants pursuant to any equity-based compensation or incentive plans approved by the Board, and securities issued upon exercise or conversion of such options, warrants, convertible securities or other rights, (ii) in connection with a stock split, payment of dividends or any similar recapitalization, reclassification, distribution, exchange or readjustment of shares approved by the Board pursuant to which all holders of each class of Securities (as defined in Article FOURTH) are treated equivalently, (iii) in connection with any business combination, consolidation, merger or acquisition transaction or joint venture involving the Corporation or any of its subsidiaries, in each case approved by the Board, (iv) as a bona fide equity kicker to one or more persons to whom the Corporation or any of its subsidiaries is becoming indebted in connection with the incurrence of such indebtedness approved by the Board so long as none of such persons are Affiliated with the Corporation and such indebtedness is on arms’ length terms (including with respect to market pricing), (v) to the Corporation or a direct or indirect wholly-owned subsidiary of the Corporation, and (vi) in connection with the closing of an IPO.
Examples of New Equity Securities in a sentence
No fractional shares or units of New Equity Securities of the Maker will be issued in connection with any conversion hereunder but rather any such fractional shares or units shall be rounded up to the nearest whole share or unit.
As promptly as practicable after the Closing Date, (a) the Maker shall give notice to the Holder of the conversion of this Note into the New Equity Securities, (b) the Holder shall return this Note to the Maker, and (c) the Maker, at its expense, shall issue and deliver to the Holder of this Note a certificate or certificates evidencing the number of full New Equity Securities issuable to the Holder upon such conversion.
The New Equity Securities will be distributed pursuant to the Plan.
The New Equity Securities, when issued, sold, and delivered in accordance with the terms hereof or the Note, as the case may be, and for the consideration expressed herein or in the Note, as the case may be, will be duly and validly issued, fully paid and non-assessable, free of any preemptive rights, and the holders thereof shall not be subject to personal liability solely by reason of being such holders.
In addition, any securities contemplated by the Plan and any and all agreements incorporated herein, including the New Equity Securities, shall be subject to compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such New Equity Securities and applicable regulatory approval, if any.
More Definitions of New Equity Securities
New Equity Securities means, collectively, the New Common Stock and the Warrants.
New Equity Securities means any and all (i) shares of Common Stock or other equity securities of the Corporation, (ii) equity securities of any subsidiary of the Corporation, (iii) securities exchangeable into, or convertible or exercisable for, shares of securities of the type specified in clause (i) and (ii), and (iv) options, warrants or other rights to acquire securities of the type specified in clause (i) and (ii), in each case other than as issued (A) to employees, officers, directors or consultants pursuant to any equity-based compensation or incentive plans approved by the Board of Directors or included in the plan of reorganization of LINN Energy, Inc., confirmed by the United States Bankruptcy Court for the Southern District of Texas, Victoria Division, and securities issued upon exercise or conversion of such options, warrants, convertible securities or other rights, (B) in connection with a stock split, payment of dividends or any similar recapitalization, reclassification, distribution, exchange or readjustment of shares approved by the Board of Directors, (C) as consideration in any business combination, consolidation, merger or acquisition transaction or joint venture involving the Corporation or any of its subsidiaries, (D) as a bona fide equity kicker to one or more persons to whom the Corporation or any of its subsidiaries is becoming indebted in connection with the incurrence of such indebtedness approved by the Board of Directors so long as none of such persons are Affiliates of the Corporation or of any stockholder that beneficially owns (including all shares beneficially owned by such stockholder’s Affiliates) at least 5.0% of the outstanding shares of Common Stock and such indebtedness is on Arm’s Length Terms, and (E) to the Corporation or a direct or indirect wholly-owned subsidiary of the Corporation.
New Equity Securities means shares of capital stock of the Borrower or securities conferring the right to purchase such capital stock or securities convertible, exchangeable or exercisable into or for (with or without additional consideration) such capital stock, in each case issued or sold by the Borrower to investors (i) during the period commencing on the date hereof and ending on December 31, 2016 in connection with any equity financing (a “2016 Equity Financing”) or (ii) during the period commencing on January 1, 2017 and thereafter in connection with an equity financing yielding total proceeds to the Borrower of not less than twenty-five million dollars ($25,000,000) (each of the financings specified in (i) and (ii) above, a “Qualified Equity Financing”).
New Equity Securities has the meaning set forth in Section 7.1(a).
New Equity Securities means any equity securities of the Company, whether or not currently authorized, and any securities convertible into or exercisable or exchangeable for equity securities of the Company, provided, however, that “New Equity Securities” shall not include, in each case to the extent such issuances (other than as described clause (vii)) are not for capital raising purposes, (i) securities issued upon conversion, exercise or exchange of any securities of the Company outstanding as of the date hereof; (ii) securities issued upon conversion or exercise of any New Equity Securities issued in compliance with this Agreement, (iii) securities issued to employees or directors of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to any equity compensation plans or any other similar arrangement; (iv) securities issued pursuant to the acquisition by the Company of another corporation or entity by consolidation, reorganization, merger or purchase of all or substantially all of the assets of such corporation; (v) securities issued to equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction; (vi) securities issued in connection with license, development, marketing or similar agreements or strategic partnerships; (vii) securities offered to the public pursuant to a registration statement filed under the Securities Act; and (viii) securities issued pursuant to a stock dividend, stock split, split up or similar transaction.
New Equity Securities means any Equity Securities excluding (i) securities issued upon the conversion of the Preferred Shares, (ii) securities (including securities to be issued upon exercise or conversion thereof) issued to employees, consultants or Directors of the Company or any subsidiary of the Company according to an employee share option or other incentive plan of the Company approved by the Board, or pursuant to Article 3(b), (iii) any securities issued pursuant to payment of any dividend or distribution with respect to the Company’s issued and outstanding share capital, (iv) any Warrants and Series B3 Preferred Shares issued upon the exercise of the Warrants, or (v) any Series B2 Preferred Shares issued pursuant to that certain Share Purchase Agreement date February 28, 2007; or (vi) any securities issued upon the conversion or exercise of Equity Securities outstanding as of the date these Articles are adopted.
New Equity Securities means any and all (A) shares of Common Stock, Preferred Stock or other equity securities of the Corporation, (B) equity securities of any subsidiary of the Corporation, (C) securities exchangeable into, or convertible or exercisable for, shares or securities of a type specified in clause (A) or (B), and (D) options, warrants or other rights to acquire securities of a type specified in clause (A) or (B), in each case other than as issued (1) to employees, officers, directors or consultants pursuant to any equity-based compensation or incentive plan approved by the Board of Directors or provided for under the Plan of Reorganization, and securities issued or issuable upon exercise or conversion of such options, warrants, convertible securities or other rights, (2) in connection with a stock split, payment of dividends or any similar recapitalization, reclassification, distribution, exchange or readjustment of shares approved by the Board of Directors, (3) pursuant to the Plan of Reorganization, (4) as merger or purchase price consideration in any business combination, consolidation, merger or acquisition transaction or joint venture involving the Corporation or any of its subsidiaries that is approved by the Board of Directors, (5) upon the conversion or exercise of any securities convertible or exercisable for shares or securities of the type specified in clause (A) or (B), (6) as a bona fide “equity kicker” issued to one or more third party lenders to whom the Corporation or one or more of its subsidiaries is becoming indebted in connection with the incurrence of any bona fide indebtedness for borrowed money approved by the Board of Directors, provided that the aggregate amount issued with respect to all such issuances is less than 5.0% of the then-outstanding shares of Common Stock or (7) in an IPO (as defined below).