New Securities definition
New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
New Securities means (i) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase REIT Shares or Preferred Shares, excluding grants under the Stock Option Plans, or (ii) any Debt issued by the General Partner that provides any of the rights described in clause (i).
New Securities shall have the meaning set forth in Section 4.1(a) hereto.
Examples of New Securities in a sentence
If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with Subsection 4.1 and this Subsection 4.2.
Notwithstanding the foregoing, the Company shall not be under any obligation to consummate any proposed issuance of New Securities regardless of whether it shall have delivered an Offer Notice hereunder and the Company may elect, at any time and in its sole and absolutely discretion, not to consummate any such proposed issuance of New Securities at any time for any reason following transmittal and delivery of an Offer Notice hereunder.
Subject to the terms and conditions of this Section 4 and applicable securities laws, if the Company proposes to offer or sell any New Securities, each Major Investor shall have the right to purchase up to such Major Investor’s Pro Rata Portion of such New Securities.
The closing of any sale pursuant to this Subsection 4.2(c) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.2(d).
The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c).
More Definitions of New Securities
New Securities means debt securities of the Company identical in all material respects to the Securities (except that the cash interest and interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture.
New Securities means any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:
New Securities has the meaning set forth in Section 4.2(c).
New Securities means any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock.
New Securities means any Preferred Shares, Ordinary Shares or other voting shares of the Company and rights, options or warrants to purchase such Preferred Shares, Ordinary Shares and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Preferred Shares, Ordinary Shares or other voting shares, provided, however, that the term “New Securities” shall not include:
New Securities means any capital stock (including Common Stock and/or Shares) of the Company whether now authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the term “New Securities” does not include:
(i) the Shares and the Conversion Shares;
(ii) securities issued or issuable to officers, directors and employees of, or consultants to, the Company pursuant to stock grants, option plans, purchase plans or other employee stock incentive programs or arrangements approved by the Board of Directors, or upon exercise of options or warrants granted to such parties pursuant to any such plan or arrangement;
(iii) securities issued pursuant to the conversion or exercise of any outstanding convertible or exercisable securities as of the date of this Agreement;
(iv) securities issued or issuable as a dividend or distribution on the Shares or pursuant to any event for which adjustment is made pursuant to the Certificate of Designation with respect to the Shares;
(v) securities issued or issuable pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors, including at least one of the Preferred Directors;
(vi) securities issued or issuable to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or debt financing transaction that is not effected primarily for capital raising and that is approved by the Board of Directors, including at least one of the Preferred Directors;
(vii) securities issued or issuable in connection with collaboration, technology license, marketing or other similar agreements or strategic partnerships approved by the Board of Directors, including at least one of the Preferred Directors; and
(viii) securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors, including at least one of the Preferred Directors.
New Securities means any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and any rights, convertible securities, options or warrants to purchase such capital stock, including Common Stock and Preferred Stock, and securities of any type whatsoever that are, or may become, exercisable, exchangeable into, redeemable with, or convertible into said shares of capital stock; provided that the term “New Securities” does not include:
(i) the Series A Preferred Stock or the shares of Common Stock issued or issuable upon conversion thereof;
(ii) the Series B Preferred Stock or the shares of Common Stock issued or issuable upon conversion thereof;
(iii) the Series C Preferred Stock or the shares of Common Stock issued or issuable upon conversion thereof;
(iv) the Series C-1 Preferred Stock or the shares of Common Stock issued or issuable upon conversion thereof;
(v) the Series D Preferred Stock or the shares of Common Stock issued or issuable upon conversion thereof;
(vi) securities issued or issuable to officers, employees and directors of, or consultants, placement agents and other service providers to, the Company pursuant to stock grants, option plans, purchase plans, agreements or other employee stock incentive programs or similar arrangements, or upon exercise of options or warrants granted to such parties pursuant to any such plan or arrangement, in each case approved by the Board;
(vii) securities issued or issuable as a stock split, dividend or distribution on the Common Stock or Preferred Stock of the Company;
(viii) securities offered pursuant to a bona fide, firmly underwritten public offering pursuant to a registration statement filed under the Securities Act pursuant to which all outstanding shares of Preferred Stock are automatically converted into Common Stock pursuant to an Automatic Conversion Event (as defined in the Certificate of Incorporation of the Company);
(ix) securities issued or issuable pursuant to the bona fide acquisition of another corporation (or other entity) by the Company by merger, stock acquisition, purchase of substantially all of the assets or other reorganization, provided that such issuances are approved by the Board;
(x) securities issued or issuable to banks, financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions; provided that each such issuance is approved by the Bo...