Charter Capital of Issuer Sample Clauses

Charter Capital of Issuer. (a) As of the date of this Agreement, the Charter Capital of the Issuer consists solely of one thousand (1,000) issued shares of Common Stock. (b) All of the outstanding Equity Interests of the Issuer (i) have been duly authorized and validly issued, (ii) are fully paid, and non-assessable, (iii) are not subject to any preemptive or similar rights or any Lien with respect to the Issuer except as may be provided by Law, the
Sample 1
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Charter Capital of Issuer. (a) As of the date of this Agreement, the Charter Capital of the Issuer consists solely of one thousand (1,000) issued shares of Common Stock. (b) All of the outstanding Equity Interests of the Issuer (i) have been duly authorized and validly issued, (ii) are fully paid, and non- assessable, (iii) are not subject to any preemptive or similar rights or any Lien with respect to the Issuer except as may be provided by Law, the Charter or the Principal Agreements and (iv) were properly registered with the appropriate authorities competent for registration of the issue of such shares. All of the shares of the Issuer, including the Purchasers' Shares and the Eco Telecom Preferred Stock, are, or will be when issued, uncertificated. (c) As of each of the Closings, assuming the completion of each of the steps specified in Section 6.03 of the VIP-R Shareholders Agreement, the Purchasers' Shares and the Eco Telecom Preferred Stock, as applicable, issued and purchased on the respective Closings (i) will have been duly authorized, (ii) when issued and delivered to and paid for by the Purchasers as provided herein and in accordance with the documents filed with the FCSM, will be validly issued, fully paid and non-assessable, (iii) (upon registration of a report on the issuance thereof with the FCSM, compliance with the disclosure requirements of the FLSM and regulations of the FCSM, and corporate approval of the amendments to the Charter and their registration with the MRC and SRC), the issuance of such Purchasers' Shares and Eco Telecom Preferred Stock, as applicable, shall have been properly registered with the appropriate authorities competent therefor, and (iv) (upon registration of a report on the issuance thereof with the FCSM, full payment for the Purchasers' Shares and the Eco Telecom Preferred Stock, as applicable, compliance with the disclosure requirements of the FLSM and regulations of the FCSM, and approval of the amendments to the Charter by the Board and their registration with the MRC and SRC), the Purchasers shall acquire from the Issuer their respective Purchasers' Shares and Eco Telecom Preferred Stock, as applicable, free and clear of all Liens, except as may be set out herein or in the Principal Agreements. (d) No holder of any security of the Issuer, other than the Purchasers pursuant to the VIP-R Registration Rights Agreement, has any right to require registration of the shares of Common Stock or any other security of the Issuer under the Securiti...
Sample 1

Related to Charter Capital of Issuer

  • Situs of Issuer The Issuer shall be located in the State of Delaware (it being understood that the Issuer may have bank accounts located and maintained outside of Delaware).

  • Capital of the Company Except as expressly provided for in this Agreement, no Member shall be entitled to withdraw or receive any interest or other return on, or return of, all or any part of its Capital Contribution, or to receive any Company Assets (other than cash) in return for its Capital Contribution. The Class A Member shall not be entitled to make a Capital Contribution to the Company except as expressly authorized or required by this Agreement.

  • Replacement of Issuing Bank The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

  • L/C Issuer The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. The L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 11 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 11, included the L/C Issuer with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such L/C Issuer.

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 300,000,000 shares of Common Stock, of which, 46,383,143 are issued and outstanding and (B) 50,000,000 shares of Preferred Stock, none of which are issued and outstanding.

  • Equity Investment “Equity Investment” shall mean pursuant to IRC § 45D(b)(6) and 26

  • Foreign Exchange Transactions Other Than as Principal Upon receipt of Proper Instructions, the Custodian shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio with such currency brokers or Banking Institutions as the applicable Fund may determine and direct pursuant to Proper Instructions. The Custodian shall be responsible for the transmission of cash and instructions to and from the currency broker or Banking Institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements evidencing or relating to such foreign exchange transactions and the maintenance of proper records as set forth in Section 2.25. The Custodian shall have no duty with respect to the selection of the currency brokers or Banking Institutions with which a Fund deals on behalf of its Portfolios or, so long as the Custodian acts in accordance with Proper Instructions, for the failure of such brokers or Banking Institutions to comply with the terms of any contract or option.

  • Resignation of Issuing Bank Issuing Bank may resign at any time upon notice to Agent and Borrowers. On and after the effective date of such resignation, Issuing Bank shall have no obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall continue to have all rights and other obligations of an Issuing Bank hereunder relating to any Letter of Credit issued by it prior to such date. Agent shall promptly appoint a replacement Issuing Bank, which, as long as no Default or Event of Default exists, shall be reasonably acceptable to Borrowers.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Equity Issuance Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

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