Issuance and Sale of Securities. The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.
Issuance and Sale 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 the Agent up to $75,000,000 ordinary shares, par value €0.05 per share (the “Ordinary Shares”), of the Company to be delivered in the form of American Depositary Shares (the “ADSs”), each representing one Ordinary Share, subject to the limitations set forth in Section 5(e) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 13, 2021 and initially declared effective by the Commission on January 28, 2021, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-252074), including a base prospectus, relating to certain securities, including the Ordinary Shares, 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 to the base prospectus included as part of such registration statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it became effective, as supplemented by the Prospectus Supple...
Issuance and Sale of Securities. The Company proposes, subject to the terms and conditions stated herein, to issue and sell to you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”) $100,000,000 in aggregate principal amount of the Company’s 6.375% Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of October 1, 2018, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The issuance and sale of Securities to the Underwriters will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2 (File No. 333-213391), which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Securities. The Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The registration statement, as amended, when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commis...
Issuance and Sale of Securities. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Creditor, and the Creditor hereby agrees to accept delivery from the Company, of a Debenture and the Warrant to be issued to the Creditor pursuant to Section 6.3 hereof.
Issuance and Sale of Securities. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, at the Closing the Company agrees to issue and sell to each Investor, and each Investor independently agrees to 2 purchase from the Company, the number of shares of Common Stock as set forth opposite the name of each Investor on Schedule A hereto, and at the prices as set forth on said Schedule A opposite the name of each such Investor.
Issuance and Sale of Securities. Upon the terms set forth herein, during the Initial Period the Company will issue and sell to Buyer, and Buyer will purchase from the Company, for an aggregate purchase price of up to $60 million payable in immediately available funds and in separate Closings as provided in Section 3.1, Securities or Additional Securities or both. During the Optional Period, at the Company's option, Buyer agrees to purchase from the Company Optional Securities in accordance with the terms set forth below. After the Collaboration Agreement expires or terminates, Buyer shall not be required to purchase further Securities or Additional Securities pursuant to this Agreement.
Issuance and Sale of Securities. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the Company’s and each Purchaser’s representations set forth herein, on the Closing Date (as defined below), the Company shall issue and sell to the Purchasers free and clear of all Liens, and the Purchasers shall severally purchase from the Company, the number of shares of Series A Preferred Stock and Series A Exchangeable Preferred Stock set forth opposite each Purchaser’s name on Schedule 2.1 (collectively such shares are referred to as the “Securities”) for the aggregate cash purchase price set forth opposite each Purchaser’s name on Schedule 2.1 for such Securities (such aggregate purchase price, the “Total Purchase Price”). The purchase and sale of the Securities shall be effected on the Closing Date by the Company executing and delivering to the Purchasers, duly registered in each Purchaser’s name, duly executed stock certificates evidencing the Securities being purchased by each Purchaser, against delivery by such Purchaser to the Company of the portion of Total Purchase Price payable by such Purchaser, by wire transfer of immediately available funds to the Company’s bank account previously provided to the Purchasers by the Company (the “Company Bank Account”).
Issuance and Sale of Securities. Upon the terms set forth herein, the Company hereby agrees to issue and sell to Buyer, and Buyer hereby agrees to purchase the Securities for an aggregate purchase price of $20 Million (the "Securities Purchase Price"). ------------------------- Buyer hereby subscribes for and agrees to purchase from the Company, in immediately available funds, (i) 640,095 Shares of the Company's Common Stock for a cash purchase price of $15 million (calculated by reference to the closing prices of the Company's Common Stock for the 20 consecutive trading days ending on and including August 19, 1997 amounting to $23.434 per share), and (ii) a Warrant to purchase 700,000 shares of the Company's Common Stock for a cash purchase price of $5 million.
Issuance and Sale of Securities. Section 2.1. Issuance and Sale of Securities 7
Issuance and Sale of Securities. The Issuer 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 the Agents, acting as agent, up to 15,500,000 (the “Designated Securities”) trust units of the Issuer (the “Securities”); provided, however, that with respect to “at the market” sales (as defined in Section 3) of Securities, the market value of the Securities distributed shall not exceed 10% of the aggregate market value of the Issuer’s outstanding Securities calculated in accordance with Section 9.2 of National Instrument 44-102 (“NI 44-102”) of the Canadian Securities Administrators (the “CSA”). Notwithstanding anything to the contrary contained herein, the Parties agree that compliance with the limitations set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Issuer, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of Designated Securities will be effected pursuant to the Canadian Prospectus filed with the securities regulatory authorities in each of the provinces of Canada (the “Qualifying Authorities”) and the U.S. Prospectus and Registration Statement (as defined in Section 6(b)) filed by the Issuer with the Securities and Exchange Commission (the “SEC”).
