Issuance of Stock Rights to Subscribe

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									This Issuance of Stock Rights to subscribe document sets out the manner in which
shares or securities are converted or exchanged into options to subscribe for shares of
a company (pre-emptive rights). This document contains standard language; however,
additional language may be added by the user to ensure that the user's needs are met.
Use this document to learn how shares or securities are converted or exchanged into
options to subscribe for shares of a company.
                                                       Issuance of Stock Rights to Subscribe



         ISSUANCE OF STOCK RIGHTS TO SUBSCRIBE
Subject to the provisions contained herein, no shares or securities convertible into or
exchangeable for shares or any right or option in respect of any thereof (collectively
"equity securities") shall be granted, allotted or issued, as the case may be, by the Company
unless the equity securities proposed to be allotted, issued or granted, as the case may be,
by the Company shall first be offered by written notice given by the Company (the "Offer")
to the holders of Shares on the following basis:

         (a)     the equity securities shall be offered at a subscription price per equity
                 security determined by the Company's Board of Directors;

         (b)     the Offer shall be made to each holder of record of Shares proportionately
                 in the same proportion as the number of Shares held by that holder of
                 record at the date of the Offer bears to the aggregate number of Shares
                 held by all holders of record at such date;

         (c)     the Offer shall:

                 (i)     specify such subscription price;

                 (ii)    limit the time within which the Offer, if not accepted, will be
                         deemed to be declined (to be not less than thirty (30) days nor
                         more than sixty (60) days after receipt of the Offer);

                 (iii)   state that any such holder who wishes to subscribe for an amount
                         of equity securities in excess of his proportion shall in his
                         acceptance specify such excess number of equity securities; and

                 (iv)    state the date on which payment for the equity securities shall be
                         made (to be not less than fifteen (15) days nor more than thirty
                         (30) days after the date referred to in (ii) above);

         (d)     in the event that all such holders have not duly subscribed for their
                 respective proportions, the unsubscribed equity securities shall be utilized
                 for the purpose of satisfying the excess requirements of such holders and if
                 the excess requirements exceed such unsubscribed equity securities, the
                 unsubscribed equity securities shall be allocated proportionately to each
                 such holder having excess requirements in the same proportion that his
                 excess requirement bears to the aggregate of all excess requirements;

         (e)     in no event shall any holder of less than Ten (10%) per cent of the Shares
                 who wishes to subscribe for equity securities be entitled to subscribe for
                 less than his proportionate share of equity securities or entitled or obliged
                 to subscribe for a fraction of an equity security; in order to eliminate
                         fractions the Secretary of the Company shall make such minimum
                         alterations to the number of equity securities subscribed for by such
                         holders of Shares as may be required to eliminate such fractions and his
                         decisions shall be final and binding upon all parties;

                 (f)     all equity securities subscribed for in accordance with the foregoing
                         provisions of this paragraph _____ shall be granted, allotted or issued, as
                         the case may be, by the Company to the holders of Shares making such
                         subscriptions at the subscription price aforesaid; and

                 (g)     if within the time limited for acceptance of the Offer all of the equity
                         securities shall not have been subscribed, the Company within a period of
                         One Hundred and Eighty (180) days from the date on which the Offer was
                         first made (but not thereafter without again complying with the provisions
                         of this paragraph ______ may issue the unsubscribed portion of the equity
                         securities to any person or persons at a price not less than the said
                         subscription price and on the basis that such person or persons shall
                         become       a      party     or    parties     to    this     Agreement.




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