Discretion of Securities Holder Sample Clauses

Discretion of Securities Holder. (a) In connection with any Securities Holder Public Sale Event, subject to the provisions of this Agreement, the Securities Holder requesting a Demand Registration (if such Public Sale Event was initiated by an individual Securities Holder) or the Initiating Securities Holders owning a majority of the aggregate number of shares of Registerable Common that all such Initiating Securities Holders are seeking to include in such Public Sale Event (if such Public Sale Event was initiated by Initiating Securities Holders), in its or their sole discretion, as the case may be, shall determine whether (i) to proceed with, withdraw from or terminate such proposed Securities Holder Public Sale Event, (ii) to enter into one or more Purchase Agreements for such Securities Holder Public Sale Event and (iii) to take such actions as may be necessary to close the sale of Registerable Common contemplated by such offering, including, without limitation, waiving any conditions to closing such sale which have not been fulfilled.
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Discretion of Securities Holder. (a) In connection with any Securities Holder Public Sale Event, subject to the provisions of this Agreement, the Securities Holder requesting a Demand Registration or the Initiating Securities Holders owning a majority of the aggregate principal amount of Registerable Notes that all such Initiating Securities Holders are seeking to include in such Securities Holder Public Sale Event, in its or their sole discretion, as the case may be, shall determine whether (i) to proceed with, withdraw from or terminate such proposed Securities Holder Public Sale Event, (ii) to enter into one or more Purchase Agreements for such Securities Holder Public Sale Event and (iii) to take such actions as may be necessary to close the sale of Registerable Notes contemplated by such offering, including, without limitation, waiving any conditions to closing such sale which have not been fulfilled.
Sample 1

Related to Discretion of Securities Holder

  • Reservation of Securities The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company to satisfy its obligations in full under the Transaction Documents, the Company shall promptly take such actions as may be required to increase the number of authorized shares.

  • Registration of Securities Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

  • Execution of Securities The Securities shall be signed on behalf of the Issuer by the chairman of the Board of Directors, the president, any vice president or the treasurer of the Issuer, under its corporate seal which may, but need not, be attested by its secretary or one of its assistant secretaries. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

  • Evaluation of Securities Compensation for Evaluation; Portfolio Supervision and Bookkeeping and Administrative Services; Succession

  • Valuation of Securities Securities shall be valued in accordance with (a) the Fund's Registration Statement, as amended or supplemented from time to time (hereinafter referred to as the "Registration Statement"); (b) the resolutions of the Board of Trustees of the Fund at the time in force and applicable, as they may from time to time be delivered to FUND ACCOUNTING, and (c) Proper Instructions from such officers of the Fund or other persons as are from time to time authorized by the Board of Trustees of the Fund to give instructions with respect to computation and determination of the net asset value. FUND ACCOUNTING may use one or more external pricing services, including broker-dealers, provided that an appropriate officer of the Fund shall have approved such use in advance.

  • Disposition of Securities The Buyer shall not sell any Securities except as provided in this Agreement, the Registration Rights Agreement and the “Plan of Distribution” section of the prospectus included in the Registration Statement. The Buyer shall not transfer any Securities except pursuant to sales described in the “Plan of Distribution” section of the prospectus included in the Registration Statement or pursuant to Rule 144 under the 1933 Act. In the event of any sales of Securities pursuant to the Registration Statement, the Buyer will (i) effect such sales pursuant to the “Plan of Distribution” section of the prospectus included in the Registration Statement, and (ii) will comply with all applicable prospectus delivery requirements.

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • Acceleration of Securities If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

  • No Registration of Securities The Company understands and acknowledges that the offering, exchange and issuance of the Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) and/or Section 3(b) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C to this Agreement.

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:

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