Existing Securities. Class:___________________________ Number of Shares:________________ Address: ------- __________________________________ __________________________________ __________________________________ [VOTING AGREEMENT SIGNATURE PAGE] __________________________________ Xxxxxx X. Xxxxxxx Existing Securities: ------------------- Class:____________________________ Number of Shares:_________________ Address: ------- __________________________________ __________________________________ __________________________________
Existing Securities. Class:_________________________ Number of Shares:______________
Existing Securities. Each Purchaser that is an Existing Securityholder further represents and warrants that such Purchaser (i) has good and marketable title to its Existing Securities, (ii) has the right to exchange such securities without the consent of any other Person whatsoever and (iii) upon surrender of its Existing Securities to the Company for cancellation pursuant to the Exchange Offer such securities shall be owned by the Company free and clear of any liens, charges, encumbrances, rights of first refusal or other adverse claims whatsoever. The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.
Existing Securities. On the date PIMCO begins serving as the Fund’s sub-advisor, the Fund’s assets are expected to consist of certain securities (the “Existing Securities”) and cash investments. A list of the Existing Securities that are expected to be held by the Fund upon the commencement of PIMCO’s service as sub-advisor will be provided to the Sub-Advisor by the Advisor. The Advisor acknowledges and agrees that it may be in Trust’s and Fund’s best interest to retain the Existing Securities, but in order to comply with the investment objectives or strategies of the Fund, some or all of such assets may be liquidated at such times and in such manner as is deemed appropriate by the Sub-Advisor and the proceeds be invested in compliance with the investment objectives of the Fund. Consistent with its obligations under Section 6 of this Agreement, the Sub-Advisor will attempt to obtain “best execution” of the Fund’s sale of any Existing Securities. The Sub-Advisor will not be liable to the Advisor for the prices obtained in connection with any sale of the Existing Securities and the Advisor acknowledges that such prices may in fact be much lower or higher than the prices at which such Existing Securities are valued and/or carried in the Fund. The Sub-Advisor shall maintain a log of all Existing Securities transactions placed through all securities brokerage firms including the name of the firm, a description of each transaction, the date of each transaction and where applicable, the amount of commissions paid. The Sub-Advisor shall invest the proceeds from the sale of the assets, together with any assets remaining unsold, in accordance with the Investment Guidelines of the Fund as mutually established by the Sub-Advisor and the Advisor. In the event any Existing Securities cease to be compliant with the Investment Guidelines for the Fund, the Advisor acknowledges and agrees that the Sub-Advisor may continue to hold such assets without regard to the Investment Guidelines for the Fund.
Existing Securities. Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests, or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests, or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests, or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests, or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries are obligated to register the sale of any of their securities under the 1933 Act (except pursuant to this Agreement and in connection with the transactions contemplated by the Securities Purchase Agreement by the parties hereto (and thereto), dated February 11, 2021 (the “February 2021 SPA”)); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries that contain any redemption or similar provisions, and there are no contracts, commitments, understandings, or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing antidilution or similar provisions that will be triggered by the issuance of the Securities; and (G) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.
Existing Securities. Prior to the Closing, the Lender has not exercised any portion of the Warrants or exercised any of its conversion rights under the Existing Convertible Notes, and has not assigned, transferred, participated or otherwise disposed of any of its right, title or interest in the Warrants or the Existing Convertible Notes.
Existing Securities. In connection with the Initial Closing only, the Investors shall have delivered the Existing Securities, duly assigned to Xxxxxxxx, to Xxxxxxxx.
Existing Securities. Arrange or facilitate the sale or exchange of any existing securities of Borrower, including without limitation warrants, options, convertible debt instruments, or other securities convertible into or exchangeable for shares of Common Stock or other equity of Borrower (“Existing Securities”), held by any party other than Lender. Borrower further covenants not to enter into any debt settlement agreement or similar agreement or arrangement with any party other than Lender to settle or exchange Existing Securities for shares of Common Stock or other equity of Borrower.
Existing Securities. 5 Holder...................................................................................................... 5 Indenture................................................................................................... 5
Existing Securities. The Lender has not assigned, transferred, participated or otherwise disposed of any of its right, title or interest in the Notes.
