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1k Additional Securities Clause Examples for Any Agreement

The "Additional Securities" clause defines the conditions under which a party may issue or require the issuance of extra securities beyond those initially agreed upon in a contract. This clause typically outlines the circumstances that trigger the issuance, such as future financing rounds, conversions, or adjustments due to corporate actions like stock splits. Its core function is to provide a clear framework for handling changes in the number or type of securities involved, thereby ensuring fairness and predictability for all parties in the event of future changes to the capital structure.
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Additional Securities.ĚýIf such Pledgor shall receive (or become entitled to receive) by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate or instrument, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or other Equity Interests, stock splits, spin-off or split-off, promissory notes or other instruments, (ii) option or right, whether as an addition to, substitution for, conversion of, or an exchange for, any Pledged Collateral or otherwise in respect thereof, (iii) dividends payable in securities, or (iv) distributions of securities or other Equity Interests, cash or other property in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall accept and receive each such certificate, instrument, option, right, dividend or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit 3(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.
Additional Securities.ĚýIf such Pledgor shall receive by virtue of its being, becoming or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or equity interests, stock splits, spin-off or split-off, promissory notes or other instrument; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit 4(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.
Additional Securities.ĚýThe issuance of any securities by Xxxx Deere Receivables, Inc., other than the Notes and the Certificate, will require satisfaction of the Rating Agency Condition.
Additional Securities.ĚýThe Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities (“Additional Securitiesâ€�) having terms and conditions identical to those of the Securities, except that Additional Securities: (i) may have a different issue date from the Securities; (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on other Securities; and (iii) may have terms specified in the Additional Securities Board Resolution or Additional Securities Supplemental Indenture for such Additional Securities making appropriate adjustments to Article II and Exhibit A (and related definitions) applicable to such Additional Securities in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any other agreement applicable to such Additional Securities, which are not adverse in any material respect to the Holder of any Securities (other than such Additional Securities); provided, that no adjustment pursuant to this Section 2.13 shall cause such Additional Securities to constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the Original Securities for U.S. federal income tax purposes. The Original Securities and any Additional Securities would rank equally and ratably and would be treated as a single series of debt securities for all purposes under the Indenture.
Additional Securities.ĚýIf Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares of Capital Stock, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in Capital Stock; or (iv) distributions of Capital Stock or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Collateral Agent, shall segregate it from Pledgor’s other property and shall deliver it forthwith to the Collateral Agent in the exact form received accompanied by duly executed instruments of transfer or assignment in blank, in forms reasonably acceptable to the Collateral Agent, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.
Additional Securities.ĚýIf authorized by a resolution of the Board of Directors, the Company shall be entitled, without notice to or the consent of the Holders, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,â€� “ISINâ€� or â€�Common Codeâ€� number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,â€� “ISINâ€� or “Common Codeâ€� number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officersâ€� Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (c) the issue price, if any, and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,â€� “ISINâ€� or “Common Codeâ€� number, as applicable, of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted Securities.
Additional Securities.ĚýPledgor shall not consent to or --------------------- approve the issuance of any additional shares of any class of capital stock of any issuer of Collateral, or any securities convertible into, or exchangeable for, any such shares or any warrants, options, rights, or other commitments entitling any Person to purchase or otherwise acquire any such shares.
Additional Securities.ĚýIn the event any Company Stockholder becomes the record or beneficial owner of (i) any shares of Company Common Stock or any other securities of the Company, (ii) any securities which may be converted into or exchanged for such shares or other securities or (iii) any securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares or other securities (collectively, “Additional Securitiesâ€�), the terms of this Agreement shall apply to any of such Additional Securities as though owned by such Company Stockholder on the date of this Agreement.
Additional Securities.ĚýThe Securityholder agrees that (a) any securities of the Company (collectively, “Additional Securitiesâ€�) which the Securityholder or any of its affiliates acquires beneficial ownership of, or direction or control over, after the execution of this Agreement (including pursuant to the exercise of options, warrants or other convertible securities) shall be subject to the terms of this Agreement to the same extent as if they constituted Securities held by the Securityholder as of the date of this Agreement and the terms “Sharesâ€�, “Securitiesâ€�, â€�Owned Sharesâ€� and â€�Owned Securitiesâ€� as used herein will include all such securities; and (b) it will promptly notify First Majestic of any Additional Securities acquired by it or any of its affiliates after the date of this Agreement.
Additional Securities.Ěý(a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notesâ€�); provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the S&P Rating Condition will be required if any Additional Notes are issued with an interest rate that is higher than those of the current debt of that Class, (iv) the proceeds of any Additional Securities (net of fees and expenses inc...