Authorization; Closing Sample Clauses

Authorization; Closing. As of the consummation of the transactions substituting Restricted Shares (as defined below) for the Warrant (the "SUBSTITUTION CLOSING"), Parent will have authorized the issuance to UHC of 4,229,682 shares of restricted Common Stock (the "TRANCHE A SHARES") and 1,409,895 shares of restricted Common Stock (the "TRANCHE B SHARES", and collectively with the Tranche A Shares, the "RESTRICTED SHARES"). The Substitution Closing will take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California, on January 25, 2001, or such other time and date as mutually agreed upon by the parties.
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Authorization; Closing. As of the consummation of transactions substituting the Restricted Shares for the Warrant (the "SUBSTITUTION CLOSING"), Parent will have authorized the issuance of 23,133,764 shares of restricted Common Stock (the "TRANCHE A SHARES") and 7,711,256 shares of restricted Common Stock (the "TRANCHE B Shares", and collectively with the Tranche A Shares, the "RESTRICTED SHARES"). The Substitution Closing will take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California, at a time and date to be specified by the parties.
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Authorization; Closing. Issuer has, on or prior to the date of this Agreement, caused the Certificate of Determination setting forth the rights, preferences and privileges of the Series F Convertible Preferred Stock ("Series F Preferred"), in the form attached as Exhibit B (the "Certificate"), to be filed with the California Secretary of State. Subject to and upon the terms and conditions of this Agreement, at the Closing, Issuer shall sell to Note Sellers 1,690.447 shares of Series F Preferred (the "Shares"). At the Closing, Issuer shall deliver to Note Sellers the Shares by delivery to Note Sellers of stock certificate(s) representing the Shares and Sellers shall deliver the Notes endorsed in blank. The consummation of the purchase and sale of the Notes (the "Closing") shall take place at the Note Sellers' offices located at 1800 Avenue of the Stars, Second Floor, Los Angeles, Calxxxxxxx 00000 xx Xxxxxxxxx 0, 0000 xx xxxx other date or at such other time as the parties may mutually agree. At the Closing, (i) Note Sellers shall deliver the Notes and (ii) Issuer shall deliver the stock certificate(s) representing the Shares.
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Authorization; Closing. Issuer has, prior to the date of this Agreement, caused the Certificate of Determination setting forth the rights, preferences and privileges of the Series G Convertible Preferred Stock ("Series G Preferred"), in the form attached as Exhibit A (the "Certificate"), to be filed with the California Secretary of State. Subject to and upon the terms and conditions of this Agreement, at the Closing, Issuer shall sell to Purchasers 2,200 shares of Series G Preferred (the "Shares"). At the Closing, Issuer shall deliver to Purchaser the Shares by delivery to Purchaser of stock certificate(s) representing the Shares. The consummation of the purchase and sale of the Series G Preferred (the "Closing") shall take place at the Purchaser's offices located at 1800 Avenue of the Stars, Second Floor, Los Angeles, Xxxxxxxxxx 00000 xx Xxxxxxxxx 0, 0000, xx such other date or at such other time as the parties may mutually agree. At the Closing, (i) Purchasers shall deliver $5.5 million and (ii) Issuer shall deliver the stock certificate(s) representing the Shares.
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Authorization; Closing. 2.1 Buyer has, prior to the date of this Agreement, caused the Certificate of Determination of Preferences of Series F Convertible Preferred Stock ("Series F Preferred"), in the form attached as Exhibit A (the "Certificate"), to be filed with the California Secretary of State. Subject to and upon the terms and conditions of this Agreement, at the Closing, Buyer shall pay to Seller as the aggregate purchase price for the LLC 190.553 shares of Series F Preferred (the
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Related to Authorization; Closing

  • Authorization and Closing 4.1 Newco has authorized the issuance to (i) EIS of 2,388 shares of Preferred Shares, and (ii) RPI of 6,000 shares of Common Shares and 3,612 shares of Preferred Shares, issuable as provided in Clause 4.4 hereof

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Filings, Consents and Approvals The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

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