Convertible Security. The shares of ATS Class A Common Stock to be issued pursuant to consummation of the Merger or upon exercise of the ATS Options have been duly authorized and, when so issued, will be validly issued, fully paid and nonassumable, and all such shares have been duly reserved for issuance pursuant to such consummation or exercise.
Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 4.4, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.
Convertible Security. Expenditure Money the aggregate amount of all monies spent or amounts incurred by any entity within the Cerro Group in respect of the Spinout Assets or for the benefit of Spinco from and after the Scheme Implementation Deed and on or before the Asset Transfer Implementation Date, excluding any allocation for general and administrative overhead. General Meeting the general meeting of Cerro Shareholders to be held immediately before the Scheme Meetings at which the Capital Reduction Resolution (and any other resolutions as required) will be considered. Ineligible Foreign Shareholders each person registered in the Cerro Register as the holder of Scheme Shares as at the Record Date, but whose registered address as noted in the Cerro Register is situated outside of Australia or New Zealand and to whom the Cerro Board has determined that it would be unlawful or not justifiable to offer the Distribution Entitlement. Listing Rules official listing rules of ASX as amended from time to time. Option Scheme the scheme of arrangement under Part 5.1 of the Corporations Act between Cerro and the Cerro Optionholders, substantially in the form set out in Annexure 2, Part 2 of the Scheme Implementation Deed to give effect to the Proposed Transaction or in such other form as the parties agree in writing, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by Primero and Cerro. Primero Deed Poll the deed poll executed by Primero, in the form set out in Annexure 5 of the Scheme Implementation Deed. Proposed Transaction the proposed:
a) Spinout; and
b) Acquisition. Records all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every description and other material regardless of their form or medium and whether coming into existence before, on or after the date of this document, belonging or relating to or used by Cerro including certificates of registration, minute books, statutory books and registers, books of account, tax returns, title deeds and other documents of title, computer programs and software, and trading and financial records.
Convertible Security. On the terms and subject to the conditions of this Agreement, and in reliance on the respective representations and warranties of the Parties set out in this Agreement, within ten (10) Trading Days of the Execution Date or such later date as may be determined in accordance with the provisions of this Agreement (the Closing Date), the Investor will advance to the Company US$10,000,000, which following the set off of the US$350,000 Commitment Fee under clause 3.1 will result in the Investor being required to advance the Company US$9,650,000 (subject to any additional set off in this Agreement) (Closing) in consideration of which the Company shall issue (and at the Closing will be deemed to have issued) to the Investor an uncertificated convertible security with a face value of US$11,700,000 (Face Value of the Convertible Security) (representing a funding amount of US$10,000,000 (Funded Amount) plus an implied 8.50% interest rate per annum for the Term) on the terms set out in this Agreement (the Convertible Security). If the Company exercises its buy-back rights under clause 5.1(a) prior to the date that is 180 days after the Closing Date, the Face Value of the Convertible Security shall be reduced by US$450,000.
Convertible Security. On the terms and subject to the conditions of this Agreement, and in reliance on the respective representations and warranties of the Parties set out in this Agreement, within ten (10) Trading Days of the Execution Date or such later date as may be determined in accordance with the provisions of this Agreement (the Closing Date), the Investor will advance to the Company US$1,000,000 (subject to any additional set off in this Agreement) (Closing) in consideration of which the Company shall issue (and at the Closing will be deemed to have issued) to the Investor an uncertificated convertible security with a face value of US$1,200,000 (Face Value) (representing a funding amount of US$1,000,000 plus an implied 10% interest rate per annum for the Term) on the terms set out in this Agreement (the Convertible Security).
Convertible Security. Except as contemplated by this Agreement, between the date hereof and the Closing, the Company will not, and will cause its Subsidiaries not to, issue, sell or purchase or agree to issue, sell or purchase any equity securities or any Option Security or Convertible Security of the Company or any Subsidiary of the Company. All of the issued and allotted shares of share capital of the Company have been issued in compliance with applicable United States and United Kingdom securities laws. The identities and equity holdings of each of the Equity Holders of the Company are as set forth in Section 3.3 of the Company Disclosure Schedule.
Convertible Security. On the terms and subject to the conditions of this Agreement, and in reliance on the respective representations and warranties of the Parties set out in this Agreement, within ten (10) Trading Days of the Execution Date or such later date as may be determined in accordance with the provisions of this Agreement (the Closing Date), the Investor will advance to the Company CDN$3,000,000, which following the set off of the CDN$90,000 Closing Fee under clause 3.1 will result in the Investor being required to advance the Company CDN$2,910,000 (subject to any additional set off in this Agreement) (Closing) in consideration of which the Company shall issue (and at the Closing will be deemed to have issued) to the Investor an uncertificated convertible security with a face value of CDN$3,600,000 (Face Value of the Convertible Security) (representing a funding amount of CDN$3,000,000 (Funded Amount) plus an implied 10% interest rate per annum for the Term) on the terms set out in this Agreement (the Convertible Security).
Convertible Security. Except as contemplated by this Agreement, between the date hereof and the Subsequent Closing, the Company will not, and will cause its Subsidiaries not to, issue, sell or purchase or agree to issue, sell or purchase any equity securities or any Option Security or Convertible Security of the Company or any Subsidiary of the Company. All of the issued and outstanding shares of capital stock of the Company and its Subsidiaries have been issued in compliance with applicable Federal and state securities laws. The identities and equity holdings of each of the Equity Holders of the Company are as set forth in Section 3.3 of the Company Disclosure Schedule.
Convertible Security. Except as contemplated by this Agreement, between the date hereof and the Closing, the Company will not, and will cause its Subsidiaries not to, issue, sell or purchase or agree to issue, sell or purchase any equity securities or any Option Security or Convertible Security of the Company or any Subsidiary. All of the issued and outstanding shares of capital stock of the Company and its Subsidiaries have been issued in compliance with applicable Federal and state securities laws.
Convertible Security. No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(a), no further adjustment of the Exercise Price or number of Warrant Shares shall be made by reason of such issue or sale.
