Conditions to Issuance of Securities Sample Clauses

Conditions to Issuance of Securities. The obligation of the Company to issue to an Investor the Securities set forth opposite its name in Schedule 1 shall be subject to the following conditions:
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Conditions to Issuance of Securities. Section 5.01 Conditions Precedent to Holders’ Obligations to Close Section 5.02 Conditions Subsequent to Effectiveness i
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Conditions to Issuance of Securities. Section 5.01
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Conditions to Issuance of Securities. The Company's obligation to issue and sell the Securities to any Purchaser shall be subject to the satisfaction of the following conditions:
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Conditions to Issuance of Securities. Notwithstanding any provision contained herein to the contrary, prior to the issuance of the REIT Common Shares, the REIT Preferred Shares, the Series B Warrants, the Additional Common Shares or the Additional Preferred Shares, the Company shall have received (i) a certificate from the Class B Limited Partner holding any Class B Common Unit or Class B Preferred Unit proposed to be exchanged for Common Exchange Consideration or Preferred Exchange Consideration, containing representations and warranties satisfactory to the Company to the effect that such Class B Limited Partner is the record and beneficial owner of the Class B Common Units or Class B Preferred Units and has full power and authority to exchange them for REIT Shares and (ii) an opinion from counsel to the Company (and at the Company's expense) (the "Opinion") to the effect that (a) the issuance and sale of the REIT Common Shares, the REIT Preferred Shares, the Series B Warrants, the Additional Common Shares or the Additional Preferred Shares has been registered under the Federal Securities Act or is exempt from the registration requirements of the Federal Securities Act, and (b) the issuance and sale of the REIT Common Shares, the REIT Preferred Shares, the Series B Warrants, the Additional Common Shares or the Additional Preferred Shares to the Class B Limited Partners will not cause the Company to fail to qualify as a real estate investment trust for federal income tax purposes. In the event counsel to the Company is not able to deliver the Opinion, the Company shall have no obligation to issue the REIT Common Shares or the Additional Common Shares (or, if applicable, the portion thereof which precludes counsel to the Company from delivering the Opinion (such portion referred to herein as the "Applicable Portion of the REIT Common Shares")) pursuant to Sections 11.1, 11.2 or 11.3 above, but in lieu thereof, the Company shall pay to Class B Common Limited Partner(s), cash in an amount equal to the product of (a) the number of REIT Common Shares (or the Applicable Portion of the REIT Common Shares) issuable to each of the Class B Common Limited Partner(s) and (b) the current market price of a REIT Common Share (as determined pursuant to Section 11.5(e) hereof) on the date of such purported issuance. In the event counsel to the Company is not able to deliver the Opinion, the Company shall have no obligation to issue the REIT Preferred Shares, the Series B Warrants or the Additional Preferred Sh...
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Related to Conditions to Issuance of Securities

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Purchase of Securities Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

  • Reissuance of Securities The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

  • Restrictions on Sale of Securities The Shares issued as payment for vested Restricted Stock Units under this Agreement will be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, an Employee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s xxxxxxx xxxxxxx policies, and any other applicable securities laws.

  • Release of Securities (a) The Custodian shall release and deliver, or direct its agents or sub-custodian to release and deliver, as the case may be, Securities or Required Documents of the Company held by the Custodian, its agents or its sub-custodian from time to time upon receipt of Proper Instructions (which shall, among other things, specify the Securities or Required Documents to be released, with such delivery and other information as may be necessary to enable the Custodian to perform), which may be standing instructions (in form acceptable to the Custodian), in the following cases:

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