Authorization and Description of Securities The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability by reason of being such a holder.
Description of Securities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Managers, each acting as an agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate sale price of up to $50,000,000 (such shares, the “Securities,” and such aggregate sale price, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Managers shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Managers will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective automatically upon filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(e) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Manager as principal it will enter into a separate written agreement, in form and substance satisfactory to the Company and such Manager, containing the terms and conditions of such sale with such Manager. The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 (File No. 333-232962), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Managers, for use by the Managers, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to EXXXX.
Creation and Description of Security Interest In consideration of the --------------------------------------------- transfer of the Shares to Pledgor under the Agreement, Pledgor, pursuant to the California Commercial Code, hereby pledges all of such Shares (herein sometimes referred to as the "Collateral") represented by certificate number ___, duly endorsed in blank or with an executed stock power or powers, and herewith delivers said certificate to Pledgeholder, who shall hold said certificate subject to the terms and conditions of this Security Agreement. The pledged stock (together with an executed blank stock assignment or assignments for use in transferring all or a portion of the Shares to Pledgee if, as and when required pursuant to this Security Agreement) shall be held by Pledgeholder as security for the repayment of the Note, and any extensions or renewals thereof, to be executed by Pledgor pursuant to the terms of the Agreement, and Pledgeholder shall not encumber or dispose of such Shares except in accordance with the provisions of this Security Agreement.
Terms of Securities A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.
Authorization of Securities The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities to be sold by the Company under this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.
Qualification of Securities The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
Form of Securities The Trustee shall execute and deliver the Certificates in the form of one or more global certificates registered in the name of DTC or its nominee.
Designation and Terms of Securities (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto:
Material Modification to Rights of Security Holders Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement Trust Administrator
Description of Notes Closing Date August 18, 2015 Initial Note A-1-S1 Principal Balance $75,720,000.00 Initial Note A-1-S2 Principal Balance $75,720,000.00 Initial Note A-1-S3 Principal Balance $75,720,000.00 Initial Note A-2-S1 Principal Balance $33,127,500.00 Initial Note A-2-S2 Principal Balance $33,127,500.00 Initial Note A-2-S3 Principal Balance $33,127,500.00 Initial Note A-3-S1 Principal Balance $23,662,500.00 Initial Note A-3-S2 Principal Balance $23,662,500.00 Initial Note A-3-S3 Principal Balance $23,662,500.00 Initial Note A-1-C1 Principal Balance $70,000,000.00 Initial Note A-1-C2 Principal Balance $70,000,000.00 Initial Note A-1-C3 Principal Balance $69,600,000.00 Initial Note A-2-C1 Principal Balance $50,000,000.00 Initial Note A-2-C2 Principal Balance $41,700,000.00 Initial Note A-3-C1 Principal Balance $35,000,000.00 Initial Note A-3-C2 Principal Balance $30,500,000.00 Initial Note B-1-S Principal Balance $177,525,714.29 Initial Note B-2-S Principal Balance $77,667,500.00 Initial Note B-3-S Principal Balance $55,476,785.71 Approximate Initial Note A-1-S1 Percentage Interest 7.04% Approximate Initial Note A-1-S2 Percentage Interest 7.04% Approximate Initial Note A-1-S3 Percentage Interest 7.04% Approximate Initial Note A-2-S1 Percentage Interest 3.08% Approximate Initial Note A-2-S2 Percentage Interest 3.08% Approximate Initial Note A-2-S3 Percentage Interest 3.08% Approximate Initial Note A-3-S1 Percentage Interest 2.20% Approximate Initial Note A-3-S2 Percentage Interest 2.20% Approximate Initial Note A-3-S3 Percentage Interest 2.20% Approximate Initial Note A-1-C1 Percentage Interest 6.51% Approximate Initial Note A-1-C2 Percentage Interest 6.51% Co-Lender Agreement (11 Madison Avenue) Approximate Initial Note A-1-C3 Percentage Interest 6.47% Approximate Initial Note A-2-C1 Percentage Interest 4.65% Approximate Initial Note A-2-C2 Percentage Interest 3.88% Approximate Initial Note A-3-C1 Percentage Interest 3.26% Approximate Initial Note A-3-C2 Percentage Interest 2.84% Approximate Initial Note B-1-S1 Percentage Interest 16.51% Approximate Initial Note B-1-S2 Percentage Interest 7.22% Approximate Initial Note B-1-S3 Percentage Interest 5.16% Note A-1-S1 Interest Rate 3.5602% per annum Note A-1-S2 Interest Rate 3.5602% per annum Note A-1-S3 Interest Rate 3.5602% per annum Note A-2-S1 Interest Rate 3.5602% per annum Note A-2-S2 Interest Rate 3.5602% per annum Note A-2-S3 Interest Rate 3.5602% per annum Note A-3-S1 Interest Rate 3.5602% per annum Note A-3-S2 Interest Rate 3.5602% per annum Note A-3-S3 Interest Rate 3.5602% per annum Note A-1-C1 Interest Rate 3.5602% per annum Note A-1-C2 Interest Rate 3.5602% per annum Note A-1-C3 Interest Rate 3.5602% per annum Note A-2-C1 Interest Rate 3.5602% per annum Note A-2-C2 Interest Rate 3.5602% per annum Note A-3-C1 Interest Rate 3.5602% per annum Note A-3-C2 Interest Rate 3.5602% per annum Note B-1-S Interest Rate 3.5602% per annum Note B-2-S Interest Rate 3.5602% per annum Note B-3-S Interest Rate 3.5602% per annum Note A-1-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S1 Interest Rate Note A-1-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S2 Interest Rate Note A-1-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S3 Interest Rate Note A-2-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S1 Interest Rate Note A-2-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S2 Interest Rate Co-Lender Agreement (11 Madison Avenue) Note A-2-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S3 Interest Rate Note A-3-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S1 Interest Rate Note A-3-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S2 Interest Rate Note A-3-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S3 Interest Rate Note A-1-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C1 Interest Rate Note A-1-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C2 Interest Rate Note A-1-C3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C3 Interest Rate Note A-2-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-C1 Interest Rate Note A-2-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-C2 Interest Rate Note A-3-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-C1 Interest Rate Note A-3-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-C2 Interest Rate Note B-1-S Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note B-1-S Interest Rate Note B-3-S Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note B-3-S Interest Rate Co-Lender Agreement (11 Madison Avenue) EXHIBIT B NOTICES Note A-1 Holder: German American Capital Corporation 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Rxxxxx X. Xxxxxxxxx, Xx. Facsimile No.: (000) 000-0000 Note A-2 Holder: Mxxxxx Sxxxxxx Bank, N.A. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx with a copy to: Mxxxxx Sxxxxxx Bank, N.A. 1221 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000 Attention: Legal Compliance Division Note A-3 Holder: Wxxxx Fargo Bank, National Association Wxxxx Fargo Center 1000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Oxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 800-000-0000 Note B-1 Holder: German American Capital Corporation 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Rxxxxx X. Xxxxxxxxx, Xx. Facsimile No.: (000) 000-0000 Co-Lender Agreement (11 Mxxxxxx Xxxxxx) Note B-2 Holder: Mxxxxx Sxxxxxx Bank, N.A. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx with a copy to: Mxxxxx Sxxxxxx Bank, N.A. 1221 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000 Attention: Legal Compliance Division Note B-3 Holder: Wxxxx Fargo Bank, National Association Wxxxx Fargo Center 1000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Oxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 800-000-0000 In the case of each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, with a copy to: Sidley Austin LLP 70 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Kxxxx Xxxxxx Facsimile Number: Co-Lender Agreement (11 Mxxxxxx Xxxxxx)
